Terms of Use

LAST UPDATED: March 20, 2026

PLEASE READ THESE TERMS AND CONDITIONS (THE “TERMS” OR THIS “AGREEMENT”) CAREFULLY, AS THEY GOVERN YOUR ACCESS TO AND USE OF THE WEBSITE, SERVICES, AND ANY RELATED FUNCTIONALITY PROVIDED BY ENCODA GROUP INC., A NEVADA CORPORATION d/b/a SETMYSITE (HEREINAFTER “COMPANY,” “WE,” “OUR,” OR “US”).

ARTICLE 1 – INTRODUCTION AND BINDING AGREEMENT

1.1 OVERVIEW OF COMPANY. Company provides on-demand and ongoing website support, maintenance, administration, and related technical services to website owners, businesses, agencies, and other authorized representatives (collectively, the “Clients,” and each, a “Client”). Such services may include, without limitation, website edits and updates, troubleshooting and repairs, plugin, theme, and software updates, website monitoring, performance optimization, security-related tasks, hosting-related assistance, development support, design adjustments, ecommerce-related tasks, and technical consultation, together with all related features, tools, applications, support systems, communication channels, and functionality made available by Company (collectively, the “Services”).

Company provides technical and administrative support services only and does not act as the owner, operator, or manager of any Client website or business. All actions performed by Company are performed at the direction of, and on behalf of, the Client, and do not transfer control, decision-making authority, or operational responsibility to Company.

Client acknowledges that websites depend on numerous third-party systems, services, and technologies (collectively, “Third-Party Services”). All terms, limitations, and risk allocations relating to Third-Party Services are governed by Article 17.

Except as expressly set forth in a written Service Description or Additional Agreement, Company’s role is limited to performing technical tasks and providing support based on Client instructions, available access, and existing system conditions. Company does not guarantee any specific results, outcomes, or performance, including but not limited to website uptime, functionality, compatibility, security, or business performance.

1.2 ACCEPTANCE OF THESE TERMS; MODIFICATIONS; ELECTRONIC AGREEMENT. These Terms govern your access to and use of the website operated by Company and located at https://setmysite.com, together with any associated domains, subdomains, portals, dashboards, support systems, communication tools, and online interfaces controlled by Company that link to or reference these Terms (collectively, the “Company Website”), as well as all Services provided by Company in connection with Company Website.

For clarity, references in these Terms to a “website” (lowercase) refer to a Client’s website or any third-party website and do not include the Company Website.

These Terms apply to all users of the Services, including without limitation website owners, account holders, agencies, partners, resellers, contractors, representatives, and any individual or entity acting on behalf of a website or business (collectively, the “User,” “you,” or “your”).

1.2.1 Acceptance of Agreement. By accessing the Company Website, submitting a request, purchasing Services, providing access credentials, or otherwise using any Service, you: (1) acknowledge that you have read, understand, and agree to be bound by this Agreement; (2) represent and warrant that you are at least eighteen (18) years of age; and (3) represent and warrant that you have full legal authority to enter into this Agreement, whether on your own behalf or on behalf of a business or other legal entity, and to bind such entity to these Terms. If you do not agree to all provisions of this Agreement, or if you lack such authority, you must not access or use the Services.

1.2.2 Electronic Signature and Agreement. Your access to or use of the Company Website or Services constitutes your electronic signature and your agreement to execute this Agreement electronically, with the same legal force and effect as a handwritten signature.

1.2.3 Modifications to Services and Terms. Company reserves the right, in its sole discretion, at any time and for any reason, to: (a) modify, update, enhance, limit, suspend, or discontinue any aspect of the Services; and/or (b) modify, update, replace, or supplement these Terms or any Additional Agreement.

1.2.4 Notice of Modifications. Company may provide notice of modifications by posting revised Terms on the Company Website, by email, or by any other commercially reasonable means. You agree that such methods constitute reasonable and sufficient notice under applicable law. You are solely responsible for reviewing these Terms periodically, including prior to each use of the Company Website or any Service.

1.2.5 Acceptance of Revised Terms. Each time you access or use the Company Website or any Service, you agree that your use is governed by the then-current version of these Terms, and such use constitutes a new and binding agreement between you and Company. Your continued access to or use of the Company Website or any Service following the posting or provision of notice of any modifications constitutes your acceptance of such revised Terms with respect to all future use of the Services. If you do not agree to any revised Terms, your sole and exclusive remedy is to discontinue use of the Company Website or Services.

1.2.6 Prospective Application; Governing Version. Unless expressly stated otherwise, any modifications to these Terms shall apply prospectively only and shall not affect rights or obligations that accrued prior to the effective date of such modifications. The version of the Terms in effect at the time of a particular use, transaction, or dispute shall govern such use, transaction, or dispute.

1.2.7 Insufficient Notice; Continuity. If a court or tribunal of competent jurisdiction determines that notice of any modification was insufficient under applicable law, the prior version of the Terms shall remain in effect until valid notice has been provided.

1.2.8 Relationship to Additional Agreements. To the extent there is any conflict between these Terms and any separate written agreement executed by Company (an “Additional Agreement”), the Additional Agreement shall control solely to the extent it expressly states otherwise.

Throughout these Terms, you and Company may be referred to individually as a “Party” and collectively as the “Parties.”

1.3 ACCEPTANCE OF PRIVACY POLICY. By accessing or using the Company Website or any Service, you acknowledge that you have reviewed and accept Company’s Privacy Policy, as may be posted on the Company Website and updated from time to time (the “Privacy Policy”), and you consent to the collection, use, storage, and disclosure of your information in accordance with such Privacy Policy and applicable law.

ARTICLE 2 – SERVICE DESCRIPTION AND DISCLAIMERS

2.1 SERVICE DESCRIPTION. Company Services may include, without limitation: (i) website edits, updates, and content modifications, including text, images, media, layout elements, and configuration changes; (ii) troubleshooting, debugging, error resolution, and investigation of website issues, including issues related to functionality, display, integrations, or performance; (iii) plugin, theme, core software, and dependency updates, including installation, configuration, and compatibility adjustments; (iv) website monitoring, routine maintenance, and preventative upkeep tasks; (v) performance optimization efforts, including caching configuration, asset optimization, and general performance improvements; (vi) security-related tasks, including implementation of security tools, vulnerability mitigation efforts, malware response assistance, and general hardening practices; (vii) hosting-related assistance, including coordination with hosting providers, configuration support, and environment-related troubleshooting; (viii) development support, including implementation of requested features, modifications to existing functionality, and integration assistance; (ix) design adjustments, layout modifications, and front-end display changes; (x) ecommerce-related support, including product updates, checkout-related adjustments, and platform configuration changes; (xi) technical consultation, advisory input, and general guidance regarding website-related matters; and (xii) communication, coordination, and support activities reasonably related to the foregoing Services.

All Services are performed on a task-based, commercially reasonable, and best-efforts basis, and are subject to limitations including, without limitation: (i) availability and accuracy of Client-provided instructions; (ii) availability, stability, and functionality of Third-Party Services; (iii) existing website architecture, codebase, and system condition; (iv) software, plugin, and system compatibility constraints; (v) access permissions and credentials provided by Client; and (vi) technical limitations inherent in the website environment or underlying infrastructure.

Company does not provide, and expressly disclaims, any responsibility for business management, operational control, marketing services, strategic decision-making, or oversight of Client’s website or business operations. Company does not provide marketing, advertising, SEO, or business consulting services.

2.2 NO GUARANTEE OF RESULTS. Company does not guarantee, and expressly disclaims, any obligation to achieve any specific outcomes, results, or performance in connection with the Services. All Services are provided on a commercially reasonable, best-efforts basis, subject to the limitations and dependencies described in these Terms.

Without limiting the generality of the foregoing, Company makes no representations, warranties, or guarantees, express or implied, regarding: (i) website uptime, availability, or accessibility; (ii) uninterrupted, timely, secure, or error-free operation of any website or system; (iii) the functionality, reliability, or stability of any website, feature, or integration; (iv) compatibility between plugins, themes, software, systems, or Third-Party Services; (v) website performance, load times, speed, or optimization outcomes; (vi) prevention of errors, bugs, system failures, or unintended consequences resulting from updates or changes; (vii) prevention of security incidents, including hacking, malware, vulnerabilities, or unauthorized access; (viii) data integrity, preservation, or recovery; (ix) search engine rankings, indexing, visibility, traffic, or marketing performance; (x) business outcomes, including revenue, conversions, customer engagement, or operational success; or (xi) the continued availability, performance, or functionality of any Third-Party Services.

Client acknowledges and agrees that: (a) website performance and functionality are dependent on a combination of factors, including Third-Party Services, hosting environments, software ecosystems, and external network conditions; (b) modifications, updates, or changes to a website may result in unintended or unpredictable outcomes, including disruptions, incompatibilities, or loss of functionality; and (c) Company shall not be responsible for any failure to achieve desired results or outcomes, regardless of whether such outcomes were discussed, anticipated, or intended.

2.3 CLIENT RESPONSIBILITY FOR WEBSITE AND SYSTEMS. Client retains sole and exclusive responsibility for all aspects of its website and all related systems, services, and operations, including, without limitation: (i) all website content, data, configurations, functionality, and user experience; (ii) selection, procurement, management, and payment of hosting providers and hosting environments; (iii) domain name registration, renewal, ownership, and DNS configuration; (iv) email services, deliverability, and communications infrastructure; (v) all Third-Party Services, including integrations, software, plugins, themes, APIs, and external platforms; (vi) data integrity, storage, retention, backup systems, and disaster recovery capabilities; (vii) access management, credential security, user permissions, and account administration; (viii) compliance with all applicable laws, regulations, contractual obligations, and industry standards; and (ix) all business operations, transactions, and activities conducted through or in connection with the website.

Client acknowledges and agrees that: (a) Company does not own, operate, or control the underlying infrastructure, hosting environment, or Third-Party Services supporting the website; (b) the functionality, performance, availability, and security of the website are dependent on numerous external systems and conditions outside Company’s control; (c) Company is not responsible for evaluating, selecting, or monitoring Third-Party Services or infrastructure providers; (d) Client is solely responsible for maintaining accurate, complete, and up-to-date information, instructions, and access credentials necessary for Company to perform the Services; and (e) Client bears all risk associated with the operation and performance of the website and any outcomes arising therefrom, including any issues arising from third-party systems, configuration decisions, or changes made to the website.

2.4 THIRD-PARTY SERVICES DISCLAIMER. The Services involve interaction with Third-Party Services. All terms, limitations, and risk allocations relating to Third-Party Services are set forth in Article 17.

2.5 SERVICES PERFORMED AT CLIENT DIRECTION. Company performs Services strictly based on instructions, requests, permissions, and approvals provided by the Client or any individual or entity that Company reasonably believes to be authorized to act on behalf of the Client (each, an “Authorized Representative”). Company shall have no obligation to independently verify the authority of any such person or the accuracy or completeness of any instructions received.

Client acknowledges and agrees that: (a) Company is entitled to rely, without independent verification, on all instructions, approvals, communications, and information provided by Client or any Authorized Representative as accurate, complete, and authorized; (b) any action taken by Company in reliance on such instructions or approvals shall be deemed to have been expressly authorized by Client, whether or not such authorization was in fact intended or properly granted; (c) Client is solely responsible for reviewing, testing, approving, and verifying all changes, updates, configurations, and modifications made to the website, including after implementation; (d) Company shall have no responsibility or liability for any consequences arising from actions taken at the direction of Client or any Authorized Representative, including, without limitation, errors, data loss, overwrites, deletions, system conflicts, downtime, security issues, or unintended or irreversible outcomes; (e) certain actions requested by Client may result in irreversible or destructive changes to the website, data, or systems, and Client assumes all risks associated with such actions; (f) Company shall not be responsible for identifying, preventing, or advising against potential risks, conflicts, or negative outcomes associated with Client instructions, including where such risks are foreseeable; (g) delays, limitations, or inability to perform Services may result from incomplete, inaccurate, inconsistent, or unavailable instructions, access credentials, permissions, or system information provided by Client; (h) where multiple individuals or third parties (including employees, contractors, agencies, or vendors) have access to the website or related systems, Company shall not be responsible for conflicts, overrides, or issues resulting from simultaneous or independent actions taken by such parties; and (i) Client remains solely responsible for all decisions, approvals, and actions affecting the website, regardless of whether such actions are implemented by Company.

2.6 BACKUPS AND DATA RESPONSIBILITY. While Company may, from time to time, assist with backup-related tasks, configurations, or restorations, such activities are incidental to the Services and do not create any obligation on the part of Company to implement, monitor, verify, maintain, or ensure the existence, adequacy, or reliability of any backup system. Client retains sole and exclusive responsibility for establishing, maintaining, testing, and verifying independent and reliable backup systems for all website data, files, databases, configurations, and related content, including ensuring that such backups are current, complete, and recoverable.

Company makes no representations or warranties regarding the existence, availability, accuracy, completeness, or recoverability of any backups, whether maintained by Client, a third party, or with Company’s assistance.

To the maximum extent permitted by law, Company shall have no responsibility or liability for any loss, damage, or inability to recover data or website content, including, without limitation: (i) data loss, deletion, or overwriting; (ii) corrupted, incomplete, or unusable files or databases; (iii) failed, misconfigured, or non-functioning backup systems; (iv) unsuccessful, partial, or delayed restorations; (v) loss of website content, configurations, settings, or historical data; (vi) discrepancies between backup versions and live environments; or (vii) any inability to restore data to a prior state, regardless of cause.

Client acknowledges and agrees that data loss may occur as a result of system failures, third-party service issues, software conflicts, security incidents, human error, or requested changes, and that recovery may be impossible or incomplete in certain circumstances. Client assumes all risks associated with the absence, failure, or inadequacy of backup systems.

2.7 SECURITY DISCLAIMER. Client acknowledges and agrees that website and system security is an ongoing, dynamic, and inherently uncertain process, and that no website, system, or online environment can be made fully secure or immune from vulnerabilities, unauthorized access, or malicious activity.

Company does not guarantee, and expressly disclaims, any obligation or ability to ensure that any website, system, or data will be free from: (i) hacking, unauthorized access, or intrusion attempts; (ii) malware, ransomware, viruses, or other malicious code; (iii) software vulnerabilities, zero-day exploits, or security weaknesses; (iv) data breaches, data exfiltration, or unauthorized disclosure of information; (v) denial-of-service attacks, brute force attacks, or other malicious network activity; or (vi) security failures arising from Third-Party Services, integrations, hosting environments, or external systems.

Client further acknowledges and agrees that: (a) the security of a website is dependent on numerous factors outside Company’s control, including hosting infrastructure, Third-Party Services, software ecosystems, user behavior, credential security, and evolving threat landscapes; (b) Company does not monitor all systems continuously and does not provide real-time threat detection, intrusion prevention, or incident response services unless expressly stated in a separate written Service Description; (c) any security-related measures implemented by Company are provided on a commercially reasonable, best-efforts basis and may not detect, prevent, or mitigate all threats or vulnerabilities; (d) security incidents may occur despite the implementation of reasonable safeguards, and the timing, scope, and impact of such incidents may be unpredictable; and (e) Client is solely responsible for implementing and maintaining appropriate security practices, including access controls, credential management, software updates, backup systems, and risk mitigation strategies.

To the maximum extent permitted by applicable law, Company shall have no responsibility or liability for any security incident, breach, unauthorized access, data compromise, or related damages of any kind, except to the extent resulting from Company’s gross negligence or willful misconduct.

2.8 ACCESSIBILITY; ADA COMPLIANCE DISCLAIMER. Client acknowledges and agrees that Company does not represent, warrant, or guarantee that any website, content, feature, or functionality will comply with any accessibility standards or requirements, including, without limitation, the Americans with Disabilities Act (“ADA”), the Web Content Accessibility Guidelines (“WCAG”), or any similar laws, regulations, or standards in any jurisdiction. Compliance with accessibility laws and standards is a complex and evolving area that depends on numerous factors outside Company’s control, including website design, content, third-party integrations, and ongoing maintenance. Client retains sole and exclusive responsibility for ensuring that its website, content, and digital properties comply with all applicable accessibility laws, regulations, and standards. Company shall have no responsibility or liability for any claims, demands, or damages arising out of or relating to accessibility or ADA compliance.

2.9 SERVICE INTERRUPTIONS AND SYSTEM LIMITATIONS. The performance of the Services and the operation, availability, and functionality of any Client website are dependent upon numerous systems, networks, and conditions that are outside the control of Company. Client acknowledges that interruptions, delays, degradations, and failures are inherent risks in web-based systems and services.

Without limiting the foregoing, such interruptions or limitations may result from, or be caused by, factors including, without limitation: (i) hosting outages, server failures, or infrastructure limitations; (ii) DNS failures, propagation delays, or domain-related issues; (iii) internet disruptions, network congestion, or connectivity failures; (iv) Third-Party Service outages, errors, or changes; (v) software bugs, defects, incompatibilities, or conflicts; (vi) updates, patches, or changes to software, plugins, themes, or systems; (vii) capacity constraints, traffic spikes, or resource limitations; (viii) cyber-attacks, malicious activity, or unauthorized access attempts;

(ix) configuration issues, system dependencies, or environmental factors; or (x) any other technical or non-technical event beyond Company’s reasonable control.

Client further acknowledges and agrees that: (a) such events may result in partial or complete service interruptions, degraded performance, delayed execution of Services, or temporary or permanent loss of functionality; (b) Company’s ability to perform Services may be limited, delayed, or prevented by such conditions; and (c) restoration of service or functionality may not be immediate and may depend on third parties or external remediation efforts.

To the maximum extent permitted by law, Company shall not be responsible or liable for any interruption, delay, degradation, or failure of Services or website operation arising from or related to such factors, or for any resulting loss, damage, or impact of any kind.

ARTICLE 3 – ELECTRONIC DELIVERY, NOTICE POLICY, AND CONSENT

3.1 ELECTRONIC DELIVERY AND COMMUNICATIONS CONSENT. By accessing or using the Company Website or any Service, you expressly consent to receive all communications from Company in electronic form, including, without limitation, notices, agreements, disclosures, invoices, statements, service-related communications, support responses, and other information related to the Services (collectively, “Contract Notices”).  Contract Notices may be provided by Company through any contact method provided by you or otherwise associated with your account or use of the Services, including, without limitation: email, telephone calls, SMS or text messages, push notifications, messaging systems, support portals, account dashboards, or by posting on the Company Website.

You acknowledge and agree that: (a) electronic communications satisfy any legal requirement that such communications be provided in writing; (b) you are responsible for maintaining accurate and up-to-date contact information with Company; (c) Company shall have no responsibility or liability for any failure to receive communications due to outdated, inaccurate, or inaccessible contact information, spam filtering, system restrictions, or other factors outside Company’s control; and (d) communications may include operational, transactional, service-related, or administrative messages and are not limited to marketing communications.

Your consent to receive communications from Company includes consent to receive communications from third parties acting on Company’s behalf, solely to the extent necessary to provide or support the Services.

To the extent you withdraw consent to receive electronic communications, you must discontinue use of the Services. Withdrawal of such consent may result in suspension or termination of access to the Services where electronic communication is necessary for service delivery.

3.2 NOTICE; DELIVERY; AND TIMING. You agree to promptly notify Company of any changes to your contact information. Unless otherwise required by applicable law, all Contract Notices shall be deemed delivered and effective: (i) upon transmission, if sent via email, SMS, messaging system, or other electronic communication method; (ii) upon posting, if made available through the Company Website, account dashboard, or support portal; or (iii) upon verbal communication, where notice is provided via telephone or other real-time communication method. Delivery shall be deemed effective regardless of whether you actually receive, access, or review the communication. Company may, but is not obligated to, provide duplicate notices through multiple communication channels.

You acknowledge and agree that communications with Company, including support communications, calls, and messages, may be monitored or recorded for quality assurance, training, compliance, and dispute resolution purposes, and you expressly consent to such monitoring and recording.

3.3 SMS, CALLS, AND THIRD-PARTY COMMUNICATION CONSENT. To the extent you provide a telephone number to Company, you expressly consent to receive calls and SMS/text messages from Company, including through automated systems or prerecorded messages, for purposes related to the Services, including service notifications, support communications, account updates, and transactional messages. You acknowledge that: (a) consent to receive such communications is not a condition of purchase where prohibited by applicable law; (b) message and data rates may apply based on your carrier; (c) you are responsible for managing your communication preferences and notifying Company of any changes to your contact information.

Company may share your contact information with third-party service providers acting on Company’s behalf solely for purposes of providing or supporting the Services. Company does not authorize third parties to send independent marketing communications without your separate and explicit consent.

You may opt out of non-essential communications where applicable by following instructions provided in the communication or by contacting Company. However, you may not opt out of service-related communications that are necessary for the operation or delivery of the Services.

3.4 ELECTRONIC SIGNATURES AND RECORDS. You agree that your use of the Services, including accessing the Company Website, submitting requests, providing instructions, approving work, or otherwise interacting with Company electronically, constitutes your electronic signature and your agreement to be bound by this Agreement and any related documents.

You further agree that: (a) electronic signatures shall have the same legal effect as handwritten signatures; (b) electronic records shall be deemed originals for all purposes; (c) Company may rely on any electronic instruction, approval, or communication as authentic and binding; and (d) you will not contest the validity, enforceability, or admissibility of electronic records, communications, or signatures in any proceeding.

You represent that you have the ability to access, retain, and reproduce electronic records, and you are responsible for maintaining the necessary hardware, software, and internet access required to do so.

3.5 USER RESPONSIBILITY FOR ACCESS AND RETENTION. You acknowledge and agree that you are solely responsible for: (a) maintaining access to the internet, email, and any systems necessary to receive communications; (b) regularly reviewing communications from Company, including those delivered electronically; (c) retaining copies of important communications, agreements, and records; and (d) ensuring that communications from Company are not blocked, filtered, or otherwise prevented from delivery. Company shall have no responsibility or liability for your failure to receive, review, or retain any communication.

ARTICLE 4 – COMPANY SERVICES AND REGISTRATION

4.1 COMPANY SERVICES; SERVICE DESCRIPTIONS. Company shall provide Services in accordance with these Terms and any applicable written scope, task description, order summary, support request, statement of work, proposal, subscription plan, or other documentation describing the Services (collectively, the “Service Description”).

For purposes of this Agreement, a “Service Description” may be presented or communicated through any medium, including, without limitation: the Company Website, checkout flows, account dashboards, support tickets, email communications, written proposals, or other documentation provided by Company.

You acknowledge and agree that: (a) the scope of Services is limited to the specific tasks, requests, or deliverables described in the applicable Service Description; (b) Company has no obligation to perform any services not expressly included in a Service Description; (c) Services may be modified, limited, or refused where necessary due to technical constraints, system limitations, security concerns, legal compliance, or other reasonable factors; (d) timelines, estimates, or completion targets provided by Company are non-binding and subject to change based on complexity, dependencies, and external factors; and (e) Company may rely on Client instructions, available access, and existing system conditions in determining how Services are performed.

Company may offer certain Services at no cost (“Non-Paid Services”) or on a paid basis (“Paid Services”). All Paid Services are subject to the applicable Service Description and any associated pricing, billing terms, and conditions. Company reserves the right to modify, suspend, or discontinue any Non-Paid Services at any time, with or without notice.

4.2 REGISTRATION; ACCOUNT INFORMATION; AUTHORITY. In order to access or use certain Services, you may be required to create an account or otherwise provide information to Company (“Registration Data”). You agree to: (a) provide accurate, current, and complete Registration Data; (b) maintain and promptly update such information to ensure its accuracy; (c) provide only information that you are authorized to provide and that does not violate any third-party rights; and (d) ensure that any individual acting on your behalf is authorized to do so.

If you are acting on behalf of a business, organization, or other legal entity, you represent and warrant that you have full authority to bind such entity to this Agreement and to authorize Company to perform Services on its behalf.

Company shall be entitled to rely on all Registration Data and account-related information without independent verification.

Company reserves the right, in its sole discretion, to suspend, restrict, or terminate access to the Services as provided in this Agreement, including where Registration Data is inaccurate, misleading, incomplete, or unauthorized.

4.3 ACCOUNT SECURITY; ACCESS; AND CREDENTIAL RESPONSIBILITY. You are solely responsible for maintaining the confidentiality and security of your account credentials, including usernames, passwords, API keys, access tokens, and any other authentication information.

You acknowledge and agree that: (a) you are solely responsible for all activity conducted through or associated with your account, whether authorized or unauthorized; (b) Company is entitled to rely on any access to or use of your account as authorized by you; (c) Company shall have no obligation to verify the identity or authority of any person accessing your account or providing instructions through your account or associated communication channels; (d) you are solely responsible for managing access to your account and for ensuring that any employees, contractors, agencies, or third parties with access comply with these Terms; (e) you are solely responsible for granting, restricting, and revoking access permissions to your website, hosting environment, third-party services, and any systems to which Company is provided access; and (f) Company shall not be liable for any loss, damage, or unauthorized activity resulting from compromised credentials, unauthorized access, or failure to properly secure your account or systems.

You agree to notify Company promptly of any known or suspected unauthorized access, credential compromise, or security incident affecting your account or systems.

4.4 ACCESS TO CLIENT SYSTEMS.  In connection with the Services, you may provide Company with access to your website, hosting environment, third-party services, or other systems. You acknowledge and agree that: (a) you are solely responsible for ensuring that you have the legal right and authority to grant such access; (b) Company is authorized to access and interact with such systems solely for purposes of performing the Services; (c) Company shall be entitled to rely on any credentials, permissions, or access rights provided by you without independent verification; (d) you assume all risks associated with granting access to your systems, including risks of changes, conflicts, or unintended outcomes; and (e) Company shall not be responsible for any restrictions, limitations, errors, or failures resulting from insufficient, incorrect, or revoked access.

4.5 PAYMENT OBLIGATIONS. You agree to pay all fees, charges, and expenses associated with any Paid Services in accordance with the applicable Service Description and these Terms. All fees are due and payable as specified at the time of purchase or as otherwise agreed. Failure to make timely payment may result in suspension or termination of Services, withholding of deliverables, or restriction of access, as further described in these Terms. 

4.6 USER ACKNOWLEDGMENT AND COMPLIANCE. By accessing or using the Services, you represent and warrant that: (a) you have not previously been suspended or prohibited from using the Services by Company; (b) your use of the Services complies with all applicable laws, rules, and regulations; and (c) you will not use the Services for any unlawful, fraudulent, or unauthorized purpose.

4.7 AUTHORIZED USERS; THIRD-PARTY ACCESS. Client may permit employees, contractors, agencies, or other third parties to access the Services or Client systems (each, an “Authorized User”). Client is solely responsible for all actions taken by any Authorized User, whether authorized or unauthorized. Company shall be entitled to rely on any instructions, communications, or actions from any Authorized User without independent verification and shall have no liability for any conflicting, unauthorized, or improper instructions. Client assumes all risks arising from shared or third-party access, including conflicts, overwrites, unauthorized activity, or system changes.

ARTICLE 5 – TERM AND TERMINATION

5.1 TERM OF AGREEMENT. This Agreement shall become effective upon your first access to or use of the Company Website or any Service and shall remain in full force and effect for so long as you continue to access or use the Company Website or Services, unless earlier terminated in accordance with these Terms.

5.2 TERMINATION BY COMPANY. Company may, in its sole discretion and without liability, suspend, restrict, or terminate your access to the Services, in whole or in part, at any time, with or without notice, including, without limitation, where: (a) you breach any provision of these Terms; (b) you fail to make timely payment of any fees; (c) Company determines that your use of the Services presents a risk of liability, security concern, or operational disruption; (d) Company is required to do so by law, regulation, or third-party service provider; or (e) Company elects to discontinue or modify the Services. Company shall have no obligation to continue providing Services following termination or suspension.

5.3 TERMINATION BY CLIENT. You may terminate your use of the Services at any time by discontinuing use or, where applicable, cancelling any active subscription or service. Termination by you shall not: (a) entitle you to any refund of fees previously paid; (b) relieve you of any outstanding payment obligations; or (c) affect any obligations that accrued prior to termination.

5.4 EFFECT OF TERMINATION. Upon termination or suspension of the Services for any reason: (a) all rights granted to you under this Agreement shall immediately cease; (b) you must immediately discontinue all use of the Services; (c) Company may disable or revoke access to accounts, systems, or Services; (d) Company shall have no obligation to retain, store, maintain, or provide access to any data, content, or materials related to your account or website; (e) Company shall have no obligation to assist with transition, migration, or transfer of services, data, or systems unless separately agreed in writing; and (f) any outstanding fees, charges, or obligations shall become immediately due and payable. Termination shall not affect any rights, remedies, or obligations that accrued prior to termination.

5.5 NON-PAID SERVICES. Company may modify, suspend, or discontinue any Non-Paid Services at any time, with or without notice and without liability.

5.6 SURVIVAL. All provisions of this Agreement that by their nature should survive termination shall survive, including, without limitation: payment obligations, disclaimers, limitations of liability, indemnification obligations, dispute resolution provisions, and any other provisions intended to survive.

ARTICLE 6 –  AGENCY, RESELLER, AND THIRD-PARTY CLIENT RELATIONSHIPS

6.1 APPLICATION. This Article applies to any circumstance in which: (a) Client is an agency, reseller, consultant, contractor, or other intermediary that provides services to, manages, or acts on behalf of any third party; (b) any third party is introduced, referred, directed, or otherwise brought to Company by any agency, partner, contractor, or intermediary; or (c) the Services are performed in connection with, for the benefit of, or in relation to any third party, whether or not such third party is in a direct contractual relationship with Company (each such third party, an “End Client,” and each such intermediary, an “Agency”).

6.2 NO RELATIONSHIP WITH END CLIENTS OR AGENCIES. Company provides Services solely to the contracting party identified in the applicable agreement. Company does not enter into, assume, or create any contractual, fiduciary, agency, partnership, or other relationship with any Agency or End Client except as expressly set forth in a written agreement executed by Company.

No End Client shall be deemed a client, customer, or contracting party of Company unless expressly agreed in writing. No Agency shall have any rights against Company arising from any relationship between such Agency and any End Client.

No End Client or Agency shall be deemed an intended or incidental third-party beneficiary of this Agreement.

6.3 NO RESPONSIBILITY FOR AGENCY RELATIONSHIPS OR REFERRALS. Company shall have no responsibility or liability arising out of or relating to: (a) any relationship between an Agency and any End Client; (b) any referral, introduction, or business opportunity involving an Agency and an End Client; (c) any expectation that Company will preserve, maintain, or enhance any Agency-End Client relationship; or (d) any loss, termination, or impairment of any such relationship, regardless of cause.

6.4 CLIENT AND AGENCY RESPONSIBILITY. As between Company and Client, Client shall be solely responsible for all aspects of any relationship involving an End Client, including: (a) all communications, representations, and commitments; (b) defining scope, deliverables, timelines, and expectations; (c) contractual obligations, billing, and financial arrangements; (d) project management and approvals; and (e) overall client satisfaction and relationship management. Company shall have no responsibility or liability for any failure by Client or any Agency to meet its obligations to any End Client.

6.5 NO RELIANCE; INDEPENDENT BUSINESS RISK. Client and any Agency acknowledge and agree that: (a) they have not relied, and will not rely, on Company to maintain or preserve any End Client relationship; (b) Company has not made, and does not make, any representation regarding the retention, satisfaction, or continuation of any End Client; (c) Company has no knowledge of, and no responsibility for, the terms of any agreement between an Agency and an End Client; and (d) all business risk associated with End Clients is assumed solely by the Agency and/or Client.

6.6 EXPRESS EXCLUSION OF LIABILITY FOR AGENCY AND END CLIENT LOSSES. To the maximum extent permitted by applicable law, Company shall not be liable for any losses, damages, or claims arising out of or relating to any Agency or End Client relationship, including, without limitation: (a) loss of End Clients or customer relationships; (b) loss of contracts, accounts, or business opportunities; (c) loss of revenue, commissions, retainers, or anticipated profits; (d) damage to reputation or goodwill; or (e) any claims that Company’s Services caused or contributed to the loss of any End Client.

Client and any Agency agree that such damages are not recoverable under any theory of liability, whether characterized as direct, indirect, consequential, or otherwise. Company shall not be liable for any claim that its Services caused or contributed to the loss of any End Client, regardless of the theory of liability asserted or the party asserting such claim.

6.7 ASSUMPTION OF RISK. Client and any Agency assume all risks associated with: (a) referring, introducing, or directing End Clients to Company; (b) using Company’s Services in connection with End Clients; (c) integrating Company’s Services into their own services or offerings; and (d) any divergence between expectations set with End Clients and actual outcomes of the Services.

6.8 NO DUTY TO PROTECT BUSINESS RELATIONSHIPS. Company shall have no duty to preserve, protect, or maintain any business relationship between any Agency and any End Client, and shall have no obligation to prioritize, tailor, or modify the Services based on any such relationship.

6.9 INDEMNIFICATION FOR AGENCY AND END CLIENT CLAIMS. Without limiting Article 19, Client shall indemnify, defend, and hold harmless Company and the Indemnified Parties from and against any and all Claims and Losses arising out of or relating to: (a) any claim by an Agency or End Client; (b) any dispute between an Agency and an End Client; (c) any allegation that Company caused the loss of an End Client; (d) any representation, warranty, or commitment made by Client or an Agency; or (e) any use of the Services in connection with third-party relationships.

6.10 NO THIRD-PARTY RIGHTS. No Agency or End Client shall have any right to enforce this Agreement or assert any claim against Company arising out of or relating to the Services.

6.11 SURVIVAL AND PRIORITY. This Article shall survive termination or expiration of this Agreement. In the event of any conflict between this Article and any other provision of this Agreement, this Article shall control with respect to all matters involving Agencies, referrals, or End Clients.

ARTICLE 7 – CONFIDENTIAL INFORMATION AND NON-DISCLOSURE

7.1 COMPANY CONFIDENTIAL INFORMATION. In connection with your use of the Services, you may receive or obtain access to non-public, proprietary, or confidential information of Company, including, without limitation: business operations, pricing, service structures, internal processes, technical systems, software configurations, tools, methodologies, documentation, communications, and other materials not generally available to the public (collectively, “Company Confidential Information”).

Company Confidential Information does not include information that: (a) becomes publicly available through no wrongful act or omission of you; (b) was lawfully known to you prior to disclosure without restriction; or (c) is independently developed by you without use of or reference to Company Confidential Information.

You agree that you shall: (i) use Company Confidential Information solely for purposes of accessing and using the Services as permitted under this Agreement; (ii) not disclose, distribute, reproduce, or make available any Company Confidential Information to any third party without Company’s prior written consent; and (iii) take reasonable measures to protect the confidentiality of such information.

7.2 CLIENT INFORMATION AND SYSTEM ACCESS. In the course of providing the Services, Company may have access to Client systems, websites, accounts, databases, content, and other information, which may include confidential, proprietary, or sensitive information of Client (“Client Information”).

You acknowledge and agree that: (a) Company’s access to Client Information is incidental to the performance of the Services and is provided solely at Client’s direction; (b) Company does not assume ownership of, control over, or responsibility for Client Information; (c) Company shall not be deemed a data controller, data processor, fiduciary, or custodian of Client Information except to the extent expressly required by applicable law; (d) Client remains solely responsible for the security, integrity, legality, and use of all Client Information; and (e) Company shall not be responsible for monitoring, auditing, or evaluating the nature, accuracy, or legality of Client Information.

Company will use commercially reasonable efforts to avoid unauthorized disclosure of Client Information; however, Client acknowledges that access to and transmission of data through systems and networks involves inherent risks.

7.3 NO HEIGHTENED DATA SECURITY OBLIGATION. Nothing in this Agreement shall be construed to impose upon Company any obligation to implement or maintain specific data security measures, standards, or certifications beyond those expressly agreed in a written Service Description. Company does not guarantee the confidentiality, security, or integrity of any data, information, or systems accessed in connection with the Services, and all such risks remain with Client, except to the extent otherwise required by applicable law.

7.4 RESTRICTED ACCESS AND USE.  If you access any restricted, administrative, or non-public areas of the Company Website, Services, or related systems, you agree not to: (a) copy, reproduce, distribute, or disclose any materials, data, or communications obtained from such areas; (b) use such access for any purpose other than as expressly permitted under these Terms; or (c) attempt to reverse engineer, extract, or misuse any information or functionality.

7.5 REQUIRED DISCLOSURES.  Nothing in this Article shall prevent either Party from disclosing information to the extent required by applicable law, regulation, legal process, or governmental request, provided that, where legally permitted, reasonable notice is given to the other Party.

7.6 SURVIVAL. The obligations set forth in this Article shall survive termination of this Agreement for so long as the applicable information remains non-public or confidential in nature.

ARTICLE 8 – ARBITRATION AND CHOICE OF FORUM

8.1 WRITTEN AGREEMENT TO ARBITRATE.  This Article constitutes a written agreement to arbitrate pursuant to the Federal Arbitration Act (the “FAA”). You and Company expressly agree that this Article is intended to satisfy any requirement of a written agreement to arbitrate and shall be interpreted broadly in favor of arbitration to the maximum extent permitted by applicable law.

8.2 NOTICE OF DISPUTE. If any controversy, allegation, claim, or dispute of any kind arises out of or relates to the Services, these Terms, any Additional Agreement, or the relationship between you and Company, whether arising in contract, statute, regulation, ordinance, tort (including negligence, fraud, or any intentional tort), common law, or any other legal or equitable theory, whether arising before or after the effective date of these Terms (collectively, a “Dispute”), except for Excluded Disputes (as defined below), then the Party asserting such Dispute shall first provide written notice to the other Party.

Such notice shall include a reasonably detailed description of the nature of the Dispute, the factual basis for the claim, and a proposed resolution.  Company’s notice to you will be sent using the most recent contact information provided by you. Your notice to Company must be sent via email to: [email protected]  (or such other address as Company may designate).

For a period of thirty (30) days from the date of receipt of such notice, the Parties agree to engage in good faith efforts to resolve the Dispute. Nothing in this Section shall require either Party to resolve the Dispute on terms that are not acceptable to that Party in its sole discretion. Failure to engage in this informal resolution process shall not invalidate or waive the obligation to arbitrate.

For purposes of this Article, “Excluded Disputes” means any claim, controversy, or cause of action arising out of or relating to: (i) Company’s intellectual property rights, including infringement, misappropriation, or unauthorized use thereof;
(ii) unauthorized access to, misuse of, or interference with the Services, systems, or infrastructure; (iii) protection or enforcement of Company’s confidential information or proprietary information; (iv) enforcement of access restrictions, account controls, or security measures; (v) any request for injunctive, equitable, or other non-monetary relief; or (vi) any claim where immediate judicial intervention is reasonably necessary to prevent irreparable harm. Excluded Disputes are not subject to the arbitration requirements set forth in this Article.

8.3 BINDING ARBITRATION. Except for Excluded Disputes, any and all Disputes between you and Company shall be resolved exclusively through final and binding arbitration.

This agreement to arbitrate applies to all Disputes, including, without limitation: (i) disputes relating to the formation, interpretation, applicability, enforceability, or validity of these Terms; (ii) disputes relating to any Services provided by Company; (iii) disputes relating to communications, representations, omissions, or conduct between the Parties; and (iv) disputes relating to any alleged breach, termination, or enforcement of this Agreement.

BY AGREEING TO THIS ARTICLE, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO HAVE ANY DISPUTE HEARD IN A COURT OF LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN.

8.4 GOVERNING LAW; ARBITRATION FRAMEWORK. The FAA, and not any state arbitration law, shall govern the arbitrability of all Disputes arising under or relating to this Article.

Subject to the foregoing, the substantive law governing any Dispute shall be as set forth in Article 12 of these Terms, without regard to conflict of law principles.

8.5 ARBITRATION PROCEDURE AND ADMINISTRATION. Any Dispute shall be resolved solely by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its then-current Commercial Arbitration Rules (the “Rules”), except as modified by these Terms. If AAA is unwilling or unable to administer the arbitration, the Parties may mutually agree upon an alternative arbitration provider, including Judicial Arbitration and Mediation Services Inc. (“JAMS”). If the Parties cannot agree, Company may designate a commercially reasonable alternative arbitration provider. The arbitration shall be conducted by a single arbitrator selected in accordance with the applicable Rules. Unless otherwise required by applicable law, the arbitration shall take place in Clark County, Nevada. To the extent permitted by the applicable Rules, the arbitration may be conducted remotely, via written submissions, or by teleconference.

The arbitrator shall: (a) apply the terms of this Agreement strictly as written; (b) apply applicable law consistent with Article 12; (c) have no authority to modify, expand, or disregard any provision of these Terms; (d) limit any award to the individual claims of the Parties; and (e) issue a reasoned written decision based solely on the record presented. The arbitrator shall not award any form of relief that is inconsistent with or prohibited by these Terms.

The Parties shall bear arbitration costs and administrative fees in accordance with the applicable Rules, except to the extent applicable law requires otherwise.

8.6 Attorneys’ Fees. To the maximum extent permitted by applicable law, in any Dispute arising out of or relating to these Terms or the Services (whether resolved through arbitration, court proceedings, or otherwise), the prevailing Party shall be entitled to recover its reasonable attorneys’ fees, expert fees, and costs from the non-prevailing Party, in addition to any other relief awarded. For purposes of this Section, the “prevailing Party” shall be the Party that substantially prevails on the primary claims or defenses in the Dispute, as determined by the arbitrator or court of competent jurisdiction.

8.7 DELEGATION OF AUTHORITY. Except as expressly provided in Section 8.8 (Class Action Waiver), the arbitrator shall have exclusive authority to resolve any and all disputes relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any portion of this Article is void, voidable, or otherwise unenforceable. This delegation provision shall be severable and shall survive termination of these Terms.

8.8 NO CLASS ACTION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND COMPANY AGREE THAT ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU AND COMPANY FURTHER AGREE THAT:(a) NO DISPUTE SHALL BE BROUGHT OR MAINTAINED AS A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION; (b) NO ARBITRATION SHALL BE CONSOLIDATED WITH ANY OTHER PROCEEDING; (c) THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CERTIFY A CLASS OR AWARD RELIEF ON BEHALF OF ANY PERSON OR ENTITY OTHER THAN THE INDIVIDUAL PARTY; AND (d) ANY RELIEF SHALL BE LIMITED TO THE INDIVIDUAL CLAIMS OF THE PARTY SEEKING RELIEF.

Notwithstanding the foregoing, any determination regarding the enforceability of this Section shall be made exclusively by a court of competent jurisdiction and not by the arbitrator.

8.9 EXCLUDED DISPUTES; COURT JURISDICTION. Notwithstanding anything to the contrary in this Article, Excluded Disputes may be brought at any time in any court of competent jurisdiction. Company shall have the right, without limitation, to seek injunctive relief, equitable relief, or other immediate remedies in court without first engaging in the notice or arbitration procedures described herein.

You acknowledge and agree that monetary damages may be insufficient to remedy certain harms and that Company shall be entitled to seek equitable relief without the requirement to post bond or prove actual damages, to the maximum extent permitted by law.

8.10 DISPUTE PERIOD. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE (BUT NOT AN EXCLUDED DISPUTE) MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES, OR IT SHALL BE FOREVER BARRED. Commencing a Dispute includes, as applicable: (a) delivery of written notice pursuant to Section 8.2; (b) filing for arbitration pursuant to this Article; or (c) filing an action in court where permitted.

8.11 JURISDICTION FOR NON-ARBITRABLE MATTERS. Except where arbitration is required or for enforcement of any arbitration award, any action or proceeding relating to any Dispute or Excluded Dispute shall be brought exclusively in the state or federal courts located in Clark County, Nevada. You and Company hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.

8.12 SMALL CLAIMS. Notwithstanding the foregoing, either Party may bring an individual claim in small claims court, provided that such claim remains in that forum and is not removed or appealed.

8.13 ARBITRATION OPT-OUT. You may opt out of this arbitration agreement by sending written notice to [email protected] within thirty (30) days of your first use of the Services or acceptance of these Terms, whichever occurs first. Your opt-out notice must include your name, contact information, and a clear statement that you wish to opt out of arbitration. If you opt out, this Article 8 shall not apply to you; however, all other provisions of these Terms shall remain in full force and effect.

ARTICLE 9 – USER RESPONSIBILITIES AND LAWFUL USE

9.1 PURPOSE OF USE; LAWFUL CONDUCT.  You agree that you shall access and use the Services solely for lawful purposes and in compliance with all applicable federal, state, local, and international laws, rules, regulations, ordinances, and industry standards.

Without limiting the foregoing, you shall not, and shall not permit any third party to: (a) use the Services in connection with any unlawful, fraudulent, deceptive, or misleading activity; (b) use the Services to create, store, transmit, display, or distribute any content or material that is unlawful, infringing, defamatory, obscene, abusive, harassing, threatening, or otherwise objectionable; (c) use the Services in any manner that violates the rights of any third party, including intellectual property rights, privacy rights, publicity rights, or contractual rights; (d) use the Services in violation of any applicable data protection, privacy, consumer protection, or electronic communications laws; (e) engage in any activity that could subject Company to liability, regulatory exposure, investigation, or reputational harm; (f) use the Services in connection with any business or activity that is illegal, restricted, or regulated without appropriate authorization, licensing, or compliance.

You acknowledge and agree that Company does not monitor all activity conducted through the Services and does not assume responsibility for ensuring your compliance with applicable law.

9.1.1 Export Controls; Sanctions Compliance. You represent and warrant that: (a) you are not located in, organized under the laws of, or a resident of any country or territory that is subject to comprehensive economic sanctions or embargoes imposed by the United States government; (b) you are not identified on, and are not acting on behalf of or for the benefit of any individual or entity identified on, any list of restricted or prohibited parties maintained by the United States government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce Denied Persons List, Entity List, or Unverified List, or any similar list maintained by any applicable governmental authority; (c) you will not access or use the Services, directly or indirectly, for or on behalf of any person or entity that is subject to such restrictions; and (d) your use of the Services will comply with all applicable export control, sanctions, and trade compliance laws and regulations of the United States and any other applicable jurisdiction. Company reserves the right to suspend or terminate access to the Services immediately, without notice or liability, where Company reasonably determines that such access or use may violate applicable export control or sanctions laws.

9.1.2 Anti-Bribery; Anti-Corruption Compliance. You represent, warrant, and covenant that you shall comply with all applicable anti-bribery and anti-corruption laws and regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act (the “FCPA”) and any similar laws applicable in your jurisdiction. Without limiting the foregoing, you shall not, directly or indirectly, offer, promise, authorize, or provide any payment, gift, or thing of value to any government official, public official, or any other person for the purpose of influencing any act or decision, securing any improper advantage, or obtaining or retaining business in connection with the Services. You further agree that you will not use the Services in connection with any activity that would cause Company to be in violation of any applicable anti-corruption or anti-bribery laws.

9.2 USER DATA; INFORMATION ACCURACY; AUTHORIZATION. You are solely responsible for the accuracy, completeness, legality, quality, reliability, and appropriateness of all data, content, materials, instructions, access credentials, configurations, and other information that you provide to Company or input into or make available through any Service (collectively, “User Data”).

You represent, warrant, and covenant that: (a) all User Data is accurate, complete, current, and not misleading in any material respect; (b) all User Data complies with all applicable laws, regulations, contractual obligations, and third-party requirements; (c) you have obtained and will maintain all necessary rights, licenses, permissions, consents, and authority to provide such User Data and to authorize Company to access, use, process, store, modify, transmit, and otherwise handle such User Data in connection with the Services; (d) the use, processing, or handling of such User Data by Company in accordance with these Terms will not infringe, misappropriate, or otherwise violate any rights of any third party or applicable law; (e) you will promptly update any User Data that becomes inaccurate, incomplete, outdated, or non-compliant.

Company shall be entitled to rely on all User Data without independent verification and shall have no liability arising from any inaccuracies, omissions, or deficiencies in such information.

You expressly acknowledge and agree that errors, omissions, inconsistencies, or inaccuracies in User Data may result in system failures, incorrect outputs, data corruption, loss of functionality, security vulnerabilities, compliance failures, or other unintended or adverse outcomes, and Company shall have no responsibility or liability arising from or relating to such issues.

9.3 ACCESS CREDENTIALS; ACCOUNT SECURITY; SYSTEM ACCESS. You are solely responsible for maintaining the confidentiality, integrity, and security of all access credentials, login information, authentication mechanisms, API keys, tokens, administrative access, and other credentials or permissions associated with your account, website, hosting environment, or any Third-Party Services (collectively, “Access Credentials”).

You agree that: (a) you will not disclose or provide Access Credentials to any unauthorized person; (b) you will implement and maintain appropriate administrative, technical, and physical safeguards to protect Access Credentials  from unauthorized access, use, or disclosure; (c) you are fully responsible for all activities, actions, changes, and instructions performed using Access Credentials, whether authorized or unauthorized; (d) Company shall be entitled to rely upon any access, instruction, request, or activity performed using Access Credentials as having been authorized by you; (e) you will immediately notify Company of any known or suspected unauthorized access, compromise, or misuse of Access Credentials.

Company shall have no responsibility or liability for any loss, damage, unauthorized access, or activity resulting from compromised, shared, improperly secured, or misused Access Credentials, including where such access results in data loss, website modification, or security incidents.

9.4 PROHIBITED USES AND SYSTEM INTERFERENCE. Without limiting any other provision of these Terms, you shall not, and shall not permit any third party to: (a) interfere with, disrupt, degrade, or impair the integrity, performance, or availability of the Services or any systems, networks, infrastructure, or resources used in connection with the Services; (b) attempt to gain unauthorized access to any systems, servers, databases, accounts, or data, including through hacking, credential stuffing, brute force attacks, or other unauthorized means; (c) introduce, upload, transmit, or distribute any malware, ransomware, viruses, Trojan horses, or other malicious or harmful code; (d) use automated tools, bots, scripts, crawlers, or scraping technologies to access, extract, copy, or manipulate any data or functionality without prior written authorization; (e) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying structure; (f) bypass, disable, or circumvent any security mechanisms, authentication processes, or usage restrictions; (g) conduct vulnerability scanning, penetration testing, or security testing without prior written authorization; (h) use the Services to transmit spam, phishing communications, fraudulent messages, or deceptive content; (i) use the Services in a manner that imposes excessive load or resource consumption; (j) use the Services to build or support competing products or services; (k) use the Services in violation of any Third-Party Service terms or restrictions.

9.5 NO DUTY TO MONITOR; NO CONTENT OR LEGAL REVIEW. Company has no obligation to monitor, review, audit, or evaluate: (a) User Data; (b) website content; (c) system configurations; (d) legal or regulatory compliance. Company shall not be deemed to have knowledge of any unlawful or non-compliant activity by virtue of providing Services.

9.6 NO RELIANCE; NO PROFESSIONAL ADVICE. Company does not provide legal, regulatory, compliance, tax, or business advice. Any recommendations or guidance are informational only. You are solely responsible for all decisions, actions, and outcomes.

9.7 BREACH; ENFORCEMENT; REMEDIES. Any violation of this Article constitutes a material breach of these Terms. Company reserves the right, without limitation, to: (a) suspend or restrict access; (b) disable functionality; (c) remove or modify content; (d) terminate Services; (e) take corrective action; and (f) pursue all available legal and equitable remedies. Such actions may be taken without prior notice where reasonably necessary.

ARTICLE 10 – WARRANTIES; DISCLAIMERS; SERVICE AVAILABILITY; LIMITATIONS OF LIABILITY

10.1 LIMITED WARRANTY. Subject to the terms and limitations set forth herein, Company represents and warrants that, as of the effective date of these Terms and to Company’s actual knowledge, the core functionality of the Services, when performed in accordance with the applicable Service Description and these Terms, does not knowingly infringe any valid United States patent, registered copyright, or other registered intellectual property right of a third party.

This limited warranty is conditioned upon your full compliance with these Terms and shall not apply to the extent any alleged infringement or claim arises from, relates to, or is based upon: (a) any Client-provided content, data, materials, configurations, or instructions, including User Data; (b) any third-party content, Third-Party Services, or external systems; (c) the use of the Services in combination with any data, software, hardware, plugins, themes, APIs, or materials not provided, specified, or expressly authorized by Company; (d) any modification, alteration, customization, or misuse of the Services or work product by any person other than Company; (e) any use of the Services in violation of these Terms, applicable law, or third-party rights; (f) any continued use of the Services after notice of a potential infringement issue where a reasonable alternative or modification has been provided; or (g) any instructions, specifications, or requirements provided by Client or any Authorized Representative.

This Section sets forth Company’s sole and exclusive warranty with respect to the Services, and no other warranties, representations, or guarantees of any kind shall be implied or deemed to exist.

10.2 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, COMPANY WEBSITE, AND ALL RELATED FEATURES, FUNCTIONALITY, OUTPUT, WORK PRODUCT, AND MATERIALS ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS.

COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION: (a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND SYSTEM INTEGRATION; (b) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; (c) WARRANTIES REGARDING ACCURACY, COMPLETENESS, RELIABILITY, OR CURRENTNESS OF ANY INFORMATION OR OUTPUT; (d) WARRANTIES REGARDING THE RESULTS OR OUTCOMES OF ANY SERVICES.

WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT: (i) THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR AVAILABLE AT ANY PARTICULAR TIME; (ii) THE SERVICES OR ANY WEBSITE WILL OPERATE ERROR-FREE OR WITHOUT DEFECTS; (iii) ANY ERRORS, DEFECTS, OR ISSUES WILL BE IDENTIFIED, PREVENTED, OR CORRECTED; (iv) THE SERVICES OR ANY SYSTEMS WILL BE SECURE OR FREE FROM UNAUTHORIZED ACCESS, MALWARE, OR OTHER HARMFUL COMPONENTS; (v) ANY WEBSITE, SYSTEM, OR INTEGRATION WILL FUNCTION AS INTENDED OR WITHOUT INTERRUPTION; (vi) ANY DATA WILL BE PRESERVED, PROTECTED, OR RECOVERABLE; (vii) ANY THIRD-PARTY SERVICES WILL BE COMPATIBLE, AVAILABLE, OR FUNCTIONAL; (viii) ANY UPDATES, CHANGES, OR MODIFICATIONS WILL NOT CAUSE DISRUPTIONS, ERRORS, OR UNINTENDED CONSEQUENCES; (ix) ANY PERFORMANCE IMPROVEMENTS, OPTIMIZATIONS, OR SECURITY MEASURES WILL ACHIEVE ANY PARTICULAR RESULT; (x) ANY BUSINESS, OPERATIONAL, OR COMMERCIAL OBJECTIVES WILL BE MET.

YOU EXPRESSLY ACKNOWLEDGE THAT THE SERVICES INVOLVE WORKING WITH COMPLEX, INTERDEPENDENT, AND THIRD-PARTY-RELIANT SYSTEMS, AND THAT UNINTENDED OUTCOMES, ERRORS, AND LIMITATIONS ARE INHERENT IN SUCH ENVIRONMENTS.

10.3 SERVICE AVAILABILITY; INTERRUPTIONS; SYSTEM LIMITATIONS. Company does not guarantee, and expressly disclaims any obligation to provide, continuous, uninterrupted, secure, or error-free access to the Services or any related systems. The Services may be subject to interruptions, delays, degradation, or failures resulting from, without limitation: (a) scheduled or unscheduled maintenance; (b) system updates, upgrades, or patches; (c) Third-Party Service outages or failures; (d) hosting or infrastructure issues; (e) network disruptions or internet failures; (f) software defects, bugs, or incompatibilities; (g) security incidents, attacks, or vulnerabilities; (h) capacity limitations, traffic spikes, or resource constraints; or (i) any other cause beyond Company’s reasonable control.

You acknowledge and agree that: (i) Company has no obligation to maintain uptime levels, service levels, or availability guarantees unless expressly stated in a separate written agreement; (ii) access to the Services may be suspended, limited, or restricted at any time, with or without notice, for operational, security, or compliance reasons; (iii) Company shall not be liable for any interruption, delay, or unavailability of the Services.

10.4 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SERVICE PROVIDERS (COLLECTIVELY, THE “COMPANY PARTIES”) BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (b) LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS, OPPORTUNITIES, OR ANTICIPATED SAVINGS; (c) LOSS OF DATA, LOSS OF DATA VALUE, OR DATA CORRUPTION; (d) LOSS OF GOODWILL OR REPUTATIONAL DAMAGE; (e) BUSINESS INTERRUPTION, DOWNTIME, OR LOSS OF USE; (f) COST OF SUBSTITUTE SERVICES OR SYSTEMS; (g) DAMAGES ARISING FROM OR RELATED TO: (i) THIRD-PARTY SERVICES OR PROVIDERS; (ii) CLIENT SYSTEMS, CONFIGURATIONS, OR ENVIRONMENTS; (iii) USER DATA OR CLIENT-PROVIDED MATERIALS; (iv) SECURITY INCIDENTS OR UNAUTHORIZED ACCESS; (v) BACKUP FAILURES OR DATA RECOVERY ISSUES; (vi) INSTRUCTIONS OR ACTIONS TAKEN BY CLIENT OR AUTHORIZED REPRESENTATIVES; (vii) ACTIONS OR OMISSIONS OF THIRD PARTIES WITH ACCESS TO THE SYSTEMS; (viii) SOFTWARE UPDATES, CHANGES, OR MODIFICATIONS; EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE.

WITHOUT LIMITING THE FOREGOING, COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATING TO CLIENT’S RELATIONSHIP WITH ANY THIRD PARTY, INCLUDING ANY LOSS OF CLIENTS, CONTRACTS, REVENUE STREAMS, OR BUSINESS OPPORTUNITIES.

10.5 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY PARTIES FOR ALL CLAIMS, DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (a) ONE HUNDRED DOLLARS ($100); OR (b) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO COMPANY FOR THE SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THIS LIMITATION SHALL APPLY: (i) REGARDLESS OF THE FORM OR THEORY OF ACTION; (ii) EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (iii) TO ALL CLAIMS IN THE AGGREGATE, AND NOT PER INCIDENT.

10.6 NON-EXCLUDABLE LIABILITY. Nothing in these Terms shall exclude or limit liability to the extent such exclusion or limitation is prohibited by applicable law.

To the extent any limitation or exclusion of liability is not enforceable under applicable law, such limitation or exclusion shall be modified and enforced to the maximum extent permitted, and Company’s liability shall be limited to the greatest extent allowed by such law.

ARTICLE 11 – SERVICE CONTENT, OWNERSHIP, LIMITED LICENSE AND RIGHTS OF OTHERS

11.1 COMPANY CONTENT; INTELLECTUAL PROPERTY. The Services and the Company Website contain and incorporate a variety of materials and proprietary assets, including, without limitation: (i) materials, information, and content relating to Company and its Services, including documentation, support materials, communications, technical outputs, and deliverables; (ii) software, scripts, source code, object code, configurations, tools, frameworks, templates, and underlying technology; (iii) layouts, interfaces, workflows, processes, designs, user interfaces, and “look and feel” elements; (iv) text, data, files, images, graphics, audio, video, and other multimedia content; (v) trademarks, service marks, trade names, logos, trade dress, branding elements, and other identifiers of Company or third parties (collectively, “Trademarks”); and (vi) all other intellectual property, proprietary materials, and rights of any kind embodied in or made available through the Services (collectively, the “Content”).

The Services (including all past, present, and future versions), the Company Website, and all Content are owned by, licensed to, or otherwise controlled by Company, its licensors, or other third parties, and are protected by United States and international laws governing copyright, trademark, trade secret, patent, and other intellectual property and unfair competition rights.

Without limiting the foregoing, Company retains all right, title, and interest in and to: (a) the Services and all underlying technology, systems, and methodologies; (b) all improvements, modifications, enhancements, and derivative works thereof; (c) all tools, templates, frameworks, scripts, and processes used in connection with the Services; and (d) the compilation, selection, arrangement, and presentation of Content. Except for the limited rights expressly granted herein, no rights are granted to you by implication, estoppel, or otherwise.

11.2 LIMITED LICENSE TO USE SERVICES AND CONTENT. Subject to your strict and continuous compliance with these Terms and any applicable Additional Agreement, Company grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to: (a) access and use the Services for your internal business purposes; and (b) access, display, and use Content solely as made available through the Services.

This license is subject to the following limitations: (i) no ownership interest is transferred to you under any circumstances; (ii) you may not copy, reproduce, distribute, publish, display, modify, create derivative works from, reverse engineer, decompile, disassemble, or otherwise exploit any Content or portion of the Services except as expressly permitted; (iii) you may not use any Content or Services for the benefit of any third party except as expressly authorized; (iv) you may not remove, alter, or obscure any proprietary notices or markings; (v) you may not use the Services or Content in any manner that violates these Terms or applicable law.

Company reserves the right, in its sole discretion, to suspend, limit, or terminate this license at any time, with or without notice, for any reason, including any violation of these Terms.

11.3 CLIENT MATERIALS; NO TRANSFER OF CLIENT OWNERSHIP.  As between Company and Client, Client retains all right, title, and interest in and to all content, data, materials, credentials, and information provided by or on behalf of Client in connection with the Services (collectively, “Client Materials”), subject to the rights granted herein.

Client hereby grants to Company a limited, non-exclusive, worldwide, royalty-free license to access, use, reproduce, modify, transmit, and process Client Materials solely as necessary to perform the Services, provide support, and fulfill Company’s obligations under these Terms. Client represents and warrants that it has all necessary rights, permissions, and authority to provide such Client Materials and to grant the foregoing license. Company shall have no responsibility to verify ownership or rights in Client Materials.

11.4 FEEDBACK; SUGGESTIONS; WORK PRODUCT RIGHTS. To the maximum extent permitted by law, any ideas, suggestions, recommendations, feedback, enhancement requests, or other input provided by you or on your behalf relating to the Services (“Feedback”) shall be deemed non-confidential and shall become the sole and exclusive property of Company.

You hereby irrevocably assign, transfer, and convey to Company all right, title, and interest in and to such Feedback, including all intellectual property rights therein, without any obligation of compensation, attribution, or accounting. To the extent any work product, configuration, code modification, or technical implementation created by Company incorporates pre-existing Company tools, frameworks, or methodologies, Company retains ownership of such underlying materials and grants Client only the limited rights necessary for use within Client’s website environment.

11.5 USER CONTENT AND SUBMISSIONS. To the extent the Services permit you to submit, upload, transmit, or otherwise provide content, data, or materials (other than Client Materials used solely for service execution) (“User Content”), you retain ownership of such User Content, subject to the license granted herein.

You hereby grant Company a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable license to host, store, reproduce, modify, adapt, publish, distribute, publicly display, and otherwise use such User Content for purposes of: (a) operating, maintaining, and improving the Services; (b) providing support and fulfilling service requests; (c) enforcing these Terms and protecting Company’s rights; and (d) complying with legal and regulatory obligations.

You represent and warrant that: (i) you own or have obtained all necessary rights, licenses, consents, and permissions to submit such User Content; (ii) such User Content does not infringe, misappropriate, or violate any third-party rights; and (iii) such User Content complies with these Terms and applicable law.

To the extent Company implements logging, audit trails, or system records (including timestamps, access logs, or metadata), you acknowledge and consent to such recording for operational, security, and compliance purposes.

User Content-related claims remain subject to your indemnification obligations under Article 19.

11.6 INTELLECTUAL PROPERTY VIOLATIONS. You agree to respect the intellectual property and proprietary rights of Company and all third parties.

Any unauthorized use of the Services or Content may violate intellectual property laws, privacy rights, publicity rights, and other applicable laws, and may result in civil and/or criminal liability. If you believe that any material available through the Services infringes your intellectual property rights, you must submit a notice in accordance with the procedures set forth in Article 20 (Copyright Notifications).

11.7 CONTENT STANDARDS; RESTRICTIONS. You agree that any User Content or materials you provide shall not: (a) violate any applicable law or regulation; (b) infringe or misappropriate any intellectual property, privacy, publicity, or contractual rights; (c) contain false, misleading, or deceptive information; (d) contain harmful, malicious, or disruptive code; (e) impersonate any person or entity or misrepresent your affiliation; (f) disclose confidential or personal information without authorization.

11.8 MODERATION; REMOVAL; NO DUTY TO MONITOR. Company reserves the right, but not the obligation, in its sole discretion, to: (a) monitor, review, screen, or analyze any User Content or activity; (b) edit, remove, restrict, disable, or refuse to display any content; (c) suspend or terminate access related to any content; (d) take any action deemed necessary for legal compliance, risk mitigation, or protection of the Services. Company has no obligation to monitor content or activity and shall not be deemed a publisher or speaker of User Content.

11.9 NO OBLIGATION TO RETAIN OR PROVIDE CONTENT. Company has no obligation to store, maintain, retain, or provide copies of any Content, Client Materials, or User Content, except as expressly required by applicable law or a written agreement. Content and data may be deleted, modified, or removed at any time, including upon termination of Services. Client is solely responsible for maintaining independent copies and backups of all materials.

11.10 SURVIVAL OF RIGHTS. All provisions relating to intellectual property, ownership, licenses, disclaimers, and restrictions shall survive termination of these Terms for any reason.

ARTICLE 12 – GOVERNING LAW

This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between the Parties (whether in contract, tort, statute, or otherwise), shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to any choice of law or conflict of law rules or principles that would result in the application of the laws of any other jurisdiction.

The Parties expressly agree that the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and any similar international laws, treaties, or conventions is excluded.

To the extent any dispute is not subject to arbitration pursuant to Article 8, such dispute shall be resolved exclusively in accordance with the jurisdiction and venue provisions set forth in this Agreement.

ARTICLE 13 – GOVERNMENT REQUESTS; LEGAL DISCLOSURES

Company may, in its sole discretion and without notice to you (except where prohibited by applicable law), access, preserve, use, and disclose any information, data, communications, or records associated with your use of the Services (collectively, “User Information”) to the extent Company reasonably believes such action is necessary or appropriate to: (a) comply with any applicable law, regulation, legal process, subpoena, court order, governmental request, or regulatory requirement; (b) enforce these Terms or any Additional Agreement; (c) detect, prevent, investigate, or address fraud, security issues, technical issues, or suspected unlawful activity; (d) protect the rights, property, or safety of Company, its affiliates, its users, or any third party; (e) respond to claims, disputes, or allegations involving the Services; or (f) maintain the integrity, security, or operation of Company’s systems, infrastructure, or business. Such disclosures may include, without limitation, personal information, account information, access logs, IP addresses, communications, content, and usage history.

You acknowledge and agree that: (i) Company has no obligation to notify you of any such request or disclosure where permitted by law; (ii) Company may comply with such requests without independently verifying their legal sufficiency; (iii) Company shall not be liable for any disclosure made in good faith pursuant to this Section; and (iv) your rights with respect to such information are governed by these Terms, the Privacy Policy, and applicable law.

ARTICLE 14 – INTERNATIONAL USE; FOREIGN ACCESS

The Company Website and Services are controlled, operated, and administered by Company from within the United States of America. Company makes no representation or warranty that the Company Website, Services, or any Content are appropriate, lawful, or available for use in any jurisdiction outside the United States.

If you access or use the Company Website or Services from outside the United States, you do so at your own initiative and risk, and you are solely responsible for: (a) compliance with all applicable local, national, and international laws, regulations, and requirements; (b) ensuring that your access and use of the Services does not violate any applicable export control laws, sanctions laws, or other restrictions imposed by the United States or any other jurisdiction; (c) compliance with any data protection, privacy, or cross-border data transfer requirements applicable to your jurisdiction.

Without limiting the foregoing, you agree that you will not: (i) access or use the Services in any jurisdiction where such access or use is unlawful or prohibited; (ii) use, export, re-export, transfer, or make available any portion of the Services or Content in violation of U.S. export control laws or regulations, including those administered by the U.S. Department of Commerce, the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), or any other applicable authority; (iii) access or use the Services if you are located in, or are a resident of, any country or territory subject to U.S. sanctions or embargoes, or if you are listed on any U.S. government restricted or denied party list.

Company reserves the right, in its sole discretion, to limit, restrict, or terminate access to the Services in any jurisdiction or for any user where such access may expose Company to legal, regulatory, or operational risk.

ARTICLE 15 – INFORMATIONAL ACCURACY; LISTINGS; NO RELIANCE

15.1 GENERAL INFORMATION; NO REPRESENTATIONS AS TO ACCURACY. The Services may include, generate, display, transmit, or otherwise make available information, data, outputs, reports, recommendations, communications, and materials of a general, technical, or informational nature (collectively, “Information”), including without limitation: (a) information provided by Client or its Authorized Representatives; (b) system-generated outputs, diagnostics, logs, or reports; (c) information obtained from or dependent upon Third-Party Services; (d) technical recommendations, observations, or guidance provided by Company; and (e) other materials made available through the Services or Company Website.

While Company may make commercially reasonable efforts to provide useful and timely Information, Company does not represent, warrant, or guarantee that any Information is accurate, complete, reliable, current, error-free, or suitable for any particular purpose. All Information is provided for general informational and operational purposes only and is inherently subject to inaccuracies, limitations, delays, and dependencies on third-party systems and Client-provided inputs.

15.2 CLIENT-PROVIDED AND THIRD-PARTY INFORMATION. A substantial portion of the Information made available in connection with the Services is derived from: (a) data, content, instructions, and inputs provided by Client or its Authorized Representatives; and/or (b) Third-Party Services, including hosting providers, software platforms, plugins, APIs, and external systems. Company does not independently verify, audit, validate, or guarantee the accuracy, completeness, or reliability of any such information.

Client acknowledges and agrees that: (i) Company is entitled to rely on all Client-provided information and Third-Party Service data as accurate and complete without independent verification; (ii) errors, omissions, inconsistencies, or delays in such information may impact the Services and any resulting outputs; and (iii) Company shall have no responsibility or liability for any inaccuracies, deficiencies, or issues arising from such information.

Responsibility for underlying systems, data sources, and third-party inputs is allocated in Articles 1, 2, and 17.

15.3 RIGHT TO CORRECT; MODIFY; REFUSE ACTION. Company reserves the right, at any time and in its sole discretion, and with or without notice, to: (a) correct any errors, inaccuracies, or omissions in any Information; (b) modify, update, or remove any Information; (c) decline, delay, or refuse to perform any requested Service or action where Company reasonably determines that: (i) the underlying Information is inaccurate, incomplete, or inconsistent; (ii) the requested action may create risk, instability, or unintended consequences; or (iii) sufficient information, access, or clarity has not been provided; and (d) suspend or reverse actions taken based on inaccurate or incomplete information, to the extent commercially reasonable. Company shall not be liable for any loss, delay, or impact resulting from such actions or decisions.

15.4 NO RELIANCE; INDEPENDENT VERIFICATION REQUIRED. You expressly acknowledge and agree that: (a) your use of the Services and any Information is at your sole risk; (b) you are solely responsible for independently reviewing, verifying, and validating all Information, outputs, recommendations, and changes before relying upon or implementing them; (c) Company does not provide legal, financial, tax, security, compliance, or business advice, and no Information provided through the Services shall be construed as such; (d) any decisions made based on the Services or Information, including technical, operational, or business decisions, are made solely by you and at your own risk; (e) you should consult qualified professionals where appropriate before relying on any Information.

Under no circumstances shall Company be responsible for any consequences arising from your reliance on any Information, whether or not such Information was generated, reviewed, or communicated by Company.

15.5 NO DUTY TO MONITOR; NO CONTINUOUS REVIEW. Except as expressly set forth in a written Service Description, Company has no obligation to: (a) monitor any website, system, or Third-Party Service on a continuous basis; (b) review or validate the accuracy or completeness of any Information; (c) identify errors, inconsistencies, vulnerabilities, or issues; or (d) update or maintain any Information after it is provided.

Client is solely responsible for: (i) reviewing all Information, outputs, and changes; (ii) monitoring website performance, functionality, and accuracy; and (iii) identifying and reporting any issues, discrepancies, or concerns.

15.6 INHERENT TECHNICAL LIMITATIONS. Client acknowledges that: (a) websites and digital systems operate within complex, interdependent, and evolving technical environments; (b) Information generated from such systems (including logs, diagnostics, and performance data) may be incomplete, delayed, or subject to interpretation; and (c) apparent issues may have multiple causes, including factors outside Company’s control. Company shall not be responsible for any conclusions drawn, actions taken, or decisions made based on such Information.

ARTICLE 16 – MODIFICATIONS TO SERVICES, FEES AND PAYMENTS

16.1 RIGHT TO REFUSE OR LIMIT SERVICES. Company reserves the right, but is not obligated, to limit, refuse, condition, or restrict the provision of any Service to any individual, entity, account, website, or jurisdiction, at any time and for any reason, including, without limitation: (a) risk management concerns; (b) suspected fraud, abuse, or misuse of the Services; (c) failure to satisfy verification or information requests; (d) non-compliance with these Terms or applicable law; (e) technical limitations or incompatibility with Client systems; or (f) operational, business, or capacity constraints. Company may exercise such rights on a case-by-case basis and without prior notice. Company shall have no liability arising from any refusal, limitation, or restriction of Services.

16.2 MODIFICATIONS TO SERVICES; PRICING; AVAILABILITY. All descriptions of Services, service levels, response times, features, and pricing are subject to change at any time, in Company’s sole discretion. Company reserves the right to: (a) modify, update, enhance, reduce, or discontinue any Service (in whole or in part); (b) modify pricing, fee structures, billing models, or service tiers; (c) introduce new Services, features, or charges; (d) impose usage limits, throttling, or access restrictions; or (e) discontinue support for any technology, platform, or system.

Unless otherwise required by applicable law or expressly set forth in a Service Description, such changes may occur without prior notice. Company shall not be liable to Client or any third party for any modification, price change, suspension, degradation, or discontinuance of any Service.

16.3 FEES; PAYMENT OBLIGATIONS; NO OFFSET. Client agrees to pay all fees, charges, and amounts associated with the Services as set forth in: (a) these Terms; (b) any applicable Service Description; (c) any invoice, quote, proposal, or order form; and/or (d) any subscription or billing interface provided by Company. Unless expressly stated otherwise in writing: (i) all fees are non-refundable; (ii) all fees are non-cancellable once Services are initiated, scheduled, or made available; (iii) all fees are due without setoff, counterclaim, deduction, or withholding; and (iv) all payments shall be made in U.S. dollars. Client acknowledges that Services involve the allocation of time, personnel, and technical resources, and that fees are charged based on availability and engagement, not guaranteed outcomes. Company reserves the right to correct pricing errors, miscalculations, or billing discrepancies at any time.

16.3.1 Taxes. All fees, charges, and amounts payable under these Terms are exclusive of any applicable taxes, levies, duties, or similar governmental assessments of any nature, including, without limitation, sales tax, use tax, value-added tax (VAT), goods and services tax (GST), withholding tax, or other similar charges (collectively, “Taxes”). You are solely responsible for the payment of all Taxes associated with your purchase or use of the Services, excluding taxes based on Company’s net income. If Company is required by law to collect or remit any Taxes on your behalf, such Taxes shall be added to the amounts charged to you and shall be payable by you in accordance with these Terms. You agree to provide Company with any valid tax exemption documentation upon request. Failure to provide such documentation may result in the application of applicable Taxes.

16.4 PAYMENT METHODS; AUTHORIZATION; BILLING RIGHTS. As a condition of purchasing or using any Services, Client shall provide Company with accurate, current, and complete payment information, which may include, without limitation: (i) the name as it appears on the applicable payment instrument; (ii) credit card, debit card, or other payment account number; (iii) expiration date; (iv) security or verification code; (v) billing address; and (vi) any other information reasonably required by Company or its designated payment processors (collectively, “Payment Information”).

Client represents, warrants, and covenants that: (a) all Payment Information provided is true, accurate, and complete; (b) Client is the lawful holder of, or is otherwise duly authorized to use, the applicable payment method; (c) the use of such payment method does not violate any applicable law or agreement with any third party; and (d) Client shall promptly update Payment Information as necessary to ensure its continued accuracy and validity.

By submitting Payment Information or otherwise initiating a transaction, Client hereby irrevocably authorizes Company and its designated third-party payment processors to: (i) charge, debit, or otherwise collect from the designated payment method all amounts due and payable in connection with the Services, including, without limitation, service fees, subscription fees, usage-based charges, overages, applicable taxes, adjustments, penalties, reimbursements, and any other amounts owed under these Terms or any applicable Service Description; (ii) initiate one-time or recurring transactions, including automatic renewals, installment billing, and subsequent charges arising from continued or additional use of the Services; (iii) process payments at the time of authorization, at the time of service performance, upon invoice issuance, or at any time thereafter, including within a reasonable period following the date of authorization; (iv) correct or adjust prior charges to account for pricing errors, miscalculations, refunds (if any), credits, or other billing discrepancies; (v) share Payment Information and related transactional data with third-party payment processors, financial institutions, fraud-prevention providers, and other service providers as reasonably necessary to process payments, prevent fraud, comply with legal obligations, or enforce these Terms; and (vi) store and retain Payment Information in accordance with Company’s systems and the practices of its third-party payment processors for purposes of facilitating future transactions, recurring billing, and account management.

Client acknowledges and agrees that: (A) payment processing services are provided by independent third-party providers (including, without limitation, Stripe or similar processors), and are subject to such providers’ terms, conditions, and privacy policies; (B) Company does not control and is not responsible for the acts, omissions, errors, delays, security practices, or performance of any payment processor, financial institution, or payment network; (C) authorization of a payment does not guarantee that the transaction will be honored, settled, or completed, and Company shall have no liability for failed, declined, reversed, or delayed transactions; (D) Company may, in its sole discretion, delay the commencement or continuation of Services pending successful payment authorization, verification, or settlement; (E) Company may require additional verification, documentation, or authentication in connection with any transaction, including for fraud prevention, compliance, or risk management purposes; (F) if any payment is declined, reversed, or otherwise not successfully processed, Company may, without limitation, suspend Services, require alternative payment methods, or pursue collection of outstanding amounts; (G) Client remains fully responsible for all charges incurred, regardless of whether such charges are disputed, subject to a chargeback, or alleged to be unauthorized, except to the extent prohibited by applicable law; and (H) Company shall have no obligation to provide Services where payment has not been successfully received or where payment authorization is revoked.

Client further agrees that Company may rely on Payment Information and payment authorizations provided by Client or any Authorized Representative, and Company shall have no obligation to independently verify the authority of any individual submitting such information or authorizing any transaction.

To the maximum extent permitted by law, Client waives any right to dispute or challenge any charge except on the basis of demonstrable billing error, and agrees to first notify Company and provide a reasonable opportunity to investigate and resolve any such issue prior to initiating any chargeback or payment dispute.

16.5 AUTOMATIC BILLING; RECURRING CHARGES; RETRIES. For subscription or recurring Services, Client expressly authorizes Company to automatically charge the designated payment method on a recurring basis for: (a) subscription fees; (b) recurring service plans; (c) usage-based or overage charges; and (d) any applicable taxes or adjustments.

If a payment attempt fails, Company may: (i) retry the charge one or more times;
(ii) charge alternative payment methods on file; (iii) suspend or restrict Services; (iv) assess reasonable administrative or late fees where permitted by law; and/or (v) require prepayment for continued Services. Client remains fully responsible for all unpaid amounts regardless of payment processing failures.

16.6 NON-REFUNDABILITY; SERVICE NATURE. Client acknowledges and agrees that: (a) Services are time-based, effort-based, and resource-based; (b) Company allocates personnel and technical resources upon engagement of Services; (c) work may be partially completed, interrupted, or affected by external factors. Accordingly, and except where prohibited by applicable law or expressly stated in a written Service Description: (i) all fees are non-refundable; (ii) no refunds shall be issued for partially completed work; (iii) no refunds shall be issued for delays, incompatibilities, or limitations caused by Third-Party Services or Client systems; (iv) no refunds shall be issued based on dissatisfaction with results or outcomes; and (v) no refunds shall be issued where Services cannot be completed due to Client action, inaction, or system limitations. Any discretionary refund, credit, or adjustment provided by Company shall not constitute a waiver of this Section.

16.7 SUBSCRIPTIONS; RENEWAL; CANCELLATION. Where applicable, subscription Services: (a) are billed on a recurring basis (e.g., monthly or annually); (b) automatically renew at the end of each billing cycle unless cancelled prior to renewal; and (c) remain active through the end of the paid billing period upon cancellation.

Client acknowledges and agrees that: (i) cancellation does not entitle Client to any prorated refund; (ii) subscription fees are non-refundable; (iii) Company may modify subscription pricing for future billing periods upon notice as required by law; and (iv) promotional or grandfathered pricing may be modified or discontinued prospectively.

16.8 PAYMENT PROCESSORS; THIRD-PARTY BILLING; RISK CONTROLS; OFFSETS. Client acknowledges and agrees that Company utilizes third-party payment processors, financial institutions, and related service providers (collectively, “Payment Processors”) to facilitate billing, payment collection, storage of payment credentials, fraud prevention, and related financial operations.

Client further acknowledges and agrees that: (a) Payment Processors are independent third parties and are not owned, operated, or controlled by Company; (b) the use of Payment Processors is subject to such providers’ separate terms, conditions, and privacy policies, which Client agrees to comply with as a condition of using the Services; (c) Company does not guarantee the availability, performance, security, or functionality of any Payment Processor and shall have no liability for any errors, delays, failures, security incidents, or disruptions arising from or related to such Payment Processors; (d) Company may, directly or through Payment Processors, implement fraud prevention measures, transaction monitoring, verification procedures, and risk controls, including requiring additional documentation, identity verification, or transaction confirmation prior to processing or completing any payment; (e) Company and/or its Payment Processors may, in their sole discretion and without prior notice, decline, delay, suspend, or reverse any transaction that is suspected to be fraudulent, unauthorized, unlawful, or otherwise in violation of these Terms or applicable law; (f) Company and/or its Payment Processors may place temporary or ongoing holds, reserves, or restrictions on transactions or accounts where reasonably necessary to manage financial risk, including, without limitation, in connection with suspected fraud, elevated chargeback risk, unusual activity, non-payment history, or regulatory compliance requirements; (g) Company shall have the right, to the maximum extent permitted by law, to offset, deduct, or recoup any amounts owed by Client to Company against any payments, credits, refunds, or other amounts otherwise payable to Client, whether arising under these Terms or otherwise; and (h) Client remains fully responsible for all amounts owed to Company regardless of the actions, delays, or failures of any Payment Processor. Client further agrees that Company shall have no obligation to provide Services until payment has been successfully authorized and, where applicable, settled.

16.9 PAYMENT DISPUTES; CHARGEBACKS; REVERSALS; REIMBURSEMENT OBLIGATIONS. Client agrees not to initiate any chargeback, reversal, or payment dispute with any financial institution or Payment Processor except in the case of a demonstrable and good-faith billing error. In the event that Client initiates, or causes to be initiated, any chargeback, reversal, or dispute: (a) Client shall remain fully liable for the full amount of the disputed charge, together with any applicable fees, penalties, and costs; (b) Client agrees to reimburse Company for all costs incurred in connection with such dispute, including, without limitation, Payment Processor fees, chargeback penalties, administrative costs, investigation costs, and reasonable attorneys’ fees; (c) Company may immediately suspend, restrict, or terminate access to the Services without notice; (d) Company may require prepayment, additional deposits, or alternative payment methods as a condition of continued or future Services; (e) Company may submit evidence, records, communications, and documentation to contest the chargeback or dispute, and Client expressly authorizes Company to do so; (f) repeated or excessive chargebacks may result in permanent termination of Services and refusal of future business; and (g) initiation of a chargeback in violation of this Section shall constitute a material breach of these Terms. Client further agrees to first provide Company with written notice of any billing dispute and a reasonable opportunity to investigate and resolve such dispute prior to initiating any chargeback or external dispute.

16.10 NON-PAYMENT; LATE PAYMENT; SUSPENSION RIGHTS. If any payment is not received when due, is declined, reversed, or otherwise fails for any reason, Company reserves the right, in its sole discretion and without limitation, to: (a) immediately suspend, restrict, or terminate all or any portion of the Services; (b) cease all work in progress or scheduled work; (c) disable access to accounts, systems, dashboards, or deliverables; (d) withhold deliverables, work product, or completed Services until payment is received in full; (e) require full or partial prepayment for any continued or future Services; (f) impose reasonable late fees, administrative fees, or interest charges to the maximum extent permitted by applicable law; and (g) take any other action reasonably necessary to protect Company’s financial or operational interests. Client acknowledges that suspension or termination of Services for non-payment may result in website disruption, loss of functionality, delays, or other adverse consequences, and Company shall have no liability for any such impacts.

16.11 COLLECTIONS; ENFORCEMENT; COST RECOVERY. In the event that Client fails to pay any amounts when due, Company may, at its sole discretion: (a) refer the account to a third-party collection agency; (b) initiate legal proceedings to recover amounts owed; (c) pursue all available remedies under applicable law or equity; and/or (d) report delinquent accounts to credit reporting agencies to the extent permitted by law.  Client agrees to reimburse Company for all costs and expenses incurred in connection with the collection of unpaid amounts, including, without limitation: (i) reasonable attorneys’ fees; (ii) court costs and filing fees; (iii) collection agency fees and commissions; (iv) investigation and administrative costs; and (v) any other costs associated with enforcement of Company’s rights. Such obligations shall survive termination of these Terms and remain enforceable until all amounts are paid in full.

16.12 NO WAIVER; CONTINUING LIABILITY; SURVIVAL. No failure or delay by Company in exercising any right, remedy, or enforcement action relating to fees, payments, or billing shall constitute a waiver of such right or any other right.  Client’s payment obligations:  (a) are absolute and unconditional, except to the extent prohibited by applicable law; (b) shall survive suspension, termination, or expiration of these Terms; and (c) shall continue until all amounts owed to Company have been paid in full. Any termination, suspension, or discontinuation of Services shall not relieve Client of its obligation to pay any accrued or outstanding fees, charges, reimbursements, or other amounts due under these Terms.

ARTICLE 17 – THIRD-PARTY SERVICES AND INTEGRATION

17.1 THIRD-PARTY SERVICES. The Services depend upon, interoperate with, and may require access to or integration with third-party products, services, platforms, systems, and tools (collectively, “Third-Party Services”), including, without limitation: (a) hosting providers and cloud infrastructure services; (b) domain registrars, DNS providers, and certificate authorities; (c) content management systems (e.g., WordPress or similar platforms); (d) plugins, extensions, themes, modules, and software libraries; (e) payment processors and financial service providers; (f) ecommerce platforms and related tools; (g) APIs, integrations, and external data services; (h) analytics, tracking, and marketing tools; (i) security tools, firewalls, monitoring systems, and backup services; (j) communication systems, email providers, and messaging platforms; and (k) any other third-party technology or service utilized in connection with a Client’s website or the Services.

Client acknowledges that modern websites are dependent on complex ecosystems of Third-Party Services, and that Company’s ability to perform the Services is inherently dependent upon the availability, functionality, compatibility, and behavior of such Third-Party Services. All Third-Party Services are provided by independent third parties and may be subject to separate terms, conditions, license agreements, service levels, and privacy policies (collectively, “Third-Party Terms”), which Client is solely responsible for reviewing, understanding, and complying with.

17.2 NO CONTROL; NO RESPONSIBILITY; NO ENDORSEMENT. Company does not own, operate, manage, maintain, monitor, or control any Third-Party Services and does not endorse, certify, or guarantee any Third-Party Service or provider.

To the maximum extent permitted by law, Company shall have no responsibility or liability for any aspect of any Third-Party Service, including, without limitation: (a) availability, uptime, performance, or reliability; (b) functionality, features, or compatibility; (c) errors, bugs, defects, or malfunctions; (d) security practices, vulnerabilities, breaches, or unauthorized access; (e) data handling, storage, transmission, or loss; (f) pricing, billing, fees, or changes thereto; (g) service suspensions, limitations, or terminations; (h) changes, updates, deprecations, or removal of features; (i) compliance with applicable laws or industry standards; or (j) any act, omission, negligence, or misconduct of any third-party provider. Company’s identification, recommendation, or interaction with any Third-Party Service shall not be construed as an endorsement, warranty, or representation of any kind.

17.3 CLIENT RESPONSIBILITY FOR THIRD-PARTY SERVICES. Client retains sole and exclusive responsibility for: (a) selecting, procuring, configuring, and maintaining all Third-Party Services; (b) ensuring compatibility between Third-Party Services and the website; (c) complying with all applicable Third-Party Terms; (d) maintaining active accounts, licenses, subscriptions, and credentials; (e) managing billing relationships with third-party providers; (f) monitoring changes, updates, and deprecations affecting Third-Party Services; and (g) ensuring that Third-Party Services meet Client’s functional, security, legal, and operational requirements.

Client acknowledges that Company does not independently verify, audit, or monitor Third-Party Services and may rely entirely on such services as configured and provided by Client.

17.4 AS-IS ACCESS; NO WARRANTIES; LIMITATION OF SCOPE. Any interaction with, access to, or use of Third-Party Services in connection with the Services is provided on an “AS IS” and “AS AVAILABLE” basis, without warranties of any kind.

To the maximum extent permitted by law, Company expressly disclaims all liability arising out of or relating to Third-Party Services, including, without limitation: (a) outages, downtime, latency, or service interruptions; (b) errors, defects, or incompatibilities; (c) data loss, corruption, or recovery failures; (d) security incidents, breaches, or unauthorized access; (e) failures of integrations, APIs, or external connections; (f) unexpected behavior resulting from updates, patches, or changes; (g) limitations or restrictions imposed by third-party providers; and (h) any resulting damage, loss, or impact to Client’s website, systems, or business. Client further acknowledges that issues caused by Third-Party Services may limit, delay, or prevent Company’s ability to perform certain Services, and that such limitations shall not constitute a breach of these Terms.

17.5 CHANGES; DEPRECATION; SERVICE IMPACT. Third-Party Services are subject to change at any time without notice, including changes to: (a) features, functionality, or APIs; (b) compatibility requirements; (c) pricing or billing structures;
(d) service availability or uptime; and (e) applicable Third-Party Terms.

Company shall have no responsibility or liability for any such changes, including where such changes adversely affect the website, integrations, or the performance of the Services. Client acknowledges that such changes may require additional work, reconfiguration, redevelopment, or replacement of integrations, which may be subject to additional fees.

17.6 INTEGRATIONS; LIMITATIONS; NO GUARANTEE OF CONTINUITY. Where the Services involve integration with Third-Party Services, Client acknowledges and agrees that: (a) integrations are dependent on external systems, APIs, and configurations that may change or become unavailable; (b) Company does not guarantee the continued functionality, availability, or compatibility of any integration; (c) integrations may fail, degrade, or produce unexpected results due to factors outside Company’s control; (d) Company shall not be responsible for maintaining integrations where third-party providers change or discontinue functionality; and (e) restoration or replacement of integrations may require additional Services and fees.

17.7 THIRD-PARTY ACCESS; AUTHORIZATION; RISK ALLOCATION. To the extent Client provides Company with access to any Third-Party Services, accounts, or systems: (a) Client represents and warrants that it has full authority to grant such access; (b) Client assumes all risks associated with granting such access; (c) Company may rely on such access credentials without independent verification; and  (d) Company shall not be liable for any actions taken within such systems in accordance with Client instructions. Client further acknowledges that granting access to multiple parties (including other vendors, employees, or contractors) may result in conflicts, overwrites, or unintended system behavior, for which Company shall have no responsibility.

17.8 NO DUTY TO MONITOR; NO CONTINUOUS OVERSIGHT. Company does not undertake any obligation to continuously monitor Third-Party Services, including for: (a) outages or performance issues; (b) security vulnerabilities or threats;
(c) changes to functionality or terms; or (d) compliance with legal or regulatory requirements. Any assistance provided by Company in relation to Third-Party Services is incidental to the Services and does not create any ongoing duty of monitoring, oversight, or responsibility.

17.9 ALLOCATION OF RISK. Client expressly acknowledges and agrees that: (a) Third-Party Services are a critical dependency of the Services; (b) Company does not assume any risk associated with such Third-Party Services; and (c) all risks arising from the selection, use, configuration, performance, or failure of Third-Party Services are allocated solely to Client.

17.10 THIRD-PARTY LINKS AND EXTERNAL SITES. The Company Website and Services may contain links to, references to, or integrations with third-party websites, platforms, applications, or resources that are not owned, operated, or controlled by Company (collectively, “Third-Party Sites”). Such links or references are provided solely for convenience and do not constitute an endorsement, sponsorship, recommendation, or approval by Company of any Third-Party Site or any content, products, or services available thereon.

Company does not review, monitor, evaluate, or verify Third-Party Sites and makes no representations or warranties of any kind regarding the accuracy, legality, completeness, reliability, security, or appropriateness of any Third-Party Site or its content.

To the maximum extent permitted by applicable law, Company shall have no responsibility or liability whatsoever for any Third-Party Sites or any materials, content, products, services, or transactions made available through or in connection with such Third-Party Sites. Without limiting the foregoing, Company shall not be liable for: (a) any errors, omissions, inaccuracies, or misleading content on Third-Party Sites; (b) any products, services, or resources purchased or obtained from Third-Party Sites; (c) any loss, damage, or harm arising from your access to, use of, or reliance on Third-Party Sites; (d) any unauthorized access, data collection, tracking, or security incidents occurring on or through Third-Party Sites; (e) any contractual disputes or transactions between you and any third party; or (f) any changes, discontinuation, or unavailability of any Third-Party Site.

Any interaction, transaction, or relationship you engage in with any third party, including through Third-Party Sites, is solely between you and such third party. Company is not a party to, and shall have no responsibility or liability for, any such interactions or transactions.

You acknowledge and agree that Company does not act as your agent, broker, intermediary, or representative with respect to any Third-Party Site or third-party relationship.

You are solely responsible for reviewing and understanding the terms, conditions, privacy policies, and practices of any Third-Party Site prior to engaging in any transaction or use. You assume all risks associated with accessing and using Third-Party Sites, including risks related to data security, financial transactions, service quality, and legal compliance.

All complaints, claims, disputes, or inquiries relating to any Third-Party Site, product, or service must be directed solely to the applicable third party.

Company has no obligation to monitor Third-Party Sites or to warn you of any risks, defects, or issues associated with such sites.

ARTICLE 18 – SERVICE RECORDS; SYSTEM DATA; ANALYTICS; RETENTION

18.1 SERVICE RECORDS; SYSTEM LOGS; BUSINESS RECORDS. Company maintains, generates, and retains records in connection with the provision, administration, support, security, and operation of the Services (collectively, the “Service Records”). Service Records may include, without limitation: (a) service requests, task submissions, tickets, work orders, and service history; (b) communications between Company and Client (including email, messaging systems, support platforms, and recorded calls where applicable); (c) access logs, activity logs, audit trails, authentication records, and IP address data; (d) records of changes, edits, updates, or modifications made to any website, files, databases, configurations, or systems; (e) system events, error logs, debugging data, and diagnostic information; (f) account-level data, account configurations, and user activity; (g) billing records, invoices, payment history, and transaction data; (h) internal notes, escalation records, quality assurance records, and support documentation; (i) security-related records, including alerts, incidents, investigations, and mitigation actions; and (j) any other operational, technical, administrative, or compliance-related records generated or maintained by Company in connection with the Services.

Service Records are and shall remain the sole and exclusive property of Company and constitute Company’s confidential business records. Such records may be maintained for legitimate business purposes, including, without limitation: (i) provision and delivery of the Services; (ii) system administration, troubleshooting, and technical support; (iii) security monitoring, fraud detection, and risk management; (iv) internal auditing, quality control, and performance evaluation; (v) dispute resolution, enforcement of these Terms, and defense of claims; (vi) compliance with legal, regulatory, and contractual obligations; and (vii) internal analytics and business operations.

Client acknowledges and agrees that: (A) Service Records are Company’s internal records and may not be made available to Client except at Company’s sole discretion or as required by applicable law; (B) Company shall have no obligation to provide copies, exports, or access to Service Records; (C) Service Records may be used by Company as evidence in any dispute, investigation, arbitration, or legal proceeding; and (D) to the maximum extent permitted by law, Service Records maintained by Company shall be presumed accurate and authentic absent clear and convincing evidence to the contrary.

Nothing in this Article transfers ownership of Client data, website content, or personal information. User Content is governed by Article 11, and personal information is governed by the Privacy Policy.

18.2 SYSTEM DATA; DERIVED DATA; ANALYTICS RIGHTS. In connection with the Services, Company may collect, generate, process, and analyze data relating to system performance, service execution, website behavior, and operational activity (collectively, “System Data”).

System Data may include, without limitation: (a) website performance metrics, uptime data, and load characteristics; (b) service usage patterns, task frequency, and support activity metrics; (c) system interactions, feature usage, and operational workflows; (d) error rates, failure points, and diagnostic indicators; (e) configuration data, environment characteristics, and deployment information; (f) anonymized or generalized activity data relating to website changes or support actions; and (g) other technical, operational, or usage-related information derived from the Services.

Company may further create aggregated, anonymized, or de-identified data sets derived from Service Records and System Data (“Aggregated Data”), provided that such data does not identify Client or any individual. Company shall have the unrestricted, perpetual, irrevocable, worldwide right to: (i) use, process, analyze, and modify System Data and Aggregated Data; (ii) develop statistical models, benchmarks, and performance insights; (iii) improve, enhance, optimize, and develop current or future services; (iv) use such data for internal research, analytics, and product development; and (v) use such data for marketing, promotional, or business purposes, provided such data is aggregated or de-identified.

Client acknowledges and agrees that: (A) Aggregated Data does not constitute Client Confidential Information; (B) Company retains all rights, title, and interest in and to System Data and Aggregated Data; and (C) Company may use such data without restriction, compensation, or attribution to Client.

18.3 DATA ACCURACY; LIMITATIONS; NO RELIANCE. Client acknowledges that Service Records and System Data: (a) are generated through automated systems, third-party integrations, and internal processes; (b) may be incomplete, delayed, inconsistent, or subject to technical limitations; and (c) may not capture all activity, events, or system conditions. Company makes no representations or warranties regarding the accuracy, completeness, timeliness, or reliability of any Service Records or System Data, except to the extent required by applicable law. Client agrees not to rely on Service Records or System Data as the sole basis for business, operational, legal, or technical decisions.

18.4 RETENTION; PRESERVATION; DELETION. Company may retain Service Records, System Data, and related information for such periods as Company determines appropriate in its sole discretion, including, without limitation, for purposes of: (a) compliance with applicable laws, regulations, and legal obligations; (b) tax, accounting, and financial reporting requirements; (c) payment processor and financial institution requirements; (d) dispute resolution, litigation, arbitration, or investigation; (e) fraud detection, prevention, and security monitoring; (f) internal auditing and quality assurance; and (g) legitimate business and operational needs. Company shall have no obligation to retain any data for any specific duration unless expressly required by applicable law or a written agreement.

Client acknowledges and agrees that: (i) deletion or overwriting of data may occur in the ordinary course of business; (ii) Company is not a data storage, archival, or backup provider unless expressly stated in a Service Description; and (iii) Company shall have no liability for the deletion, loss, unavailability, or inaccessibility of any data, including Service Records or Client data, except to the extent prohibited by applicable law.

18.5 ACCESS; EXPORT; CLIENT RESPONSIBILITY. Unless expressly provided in a Service Description, Company does not guarantee that Client will have access to, or the ability to export, Service Records or System Data. Client is solely responsible for: (a) maintaining independent records of website content, configurations, and activity; (b) implementing its own logging, monitoring, and tracking systems; (c) retaining any records necessary for legal, regulatory, or business purposes; and (d) ensuring that any required data retention obligations are satisfied independently of Company.

18.6 USE IN DISPUTES; EVIDENTIARY RIGHTS. Client agrees that Company may use Service Records, System Data, communications, and related materials: (a) to investigate disputes, incidents, or claims; (b) to enforce these Terms or any Additional Agreement; (c) to respond to subpoenas, court orders, or regulatory inquiries; and (d) as evidence in any arbitration, litigation, or administrative proceeding.

To the maximum extent permitted by law, Client agrees: (i) not to contest the admissibility, authenticity, or evidentiary weight of such records solely on the basis that they are maintained in electronic form; and (ii) that Company’s records may be relied upon as business records kept in the ordinary course of operations.

18.7 NO DUTY TO MAINTAIN FORENSIC OR HISTORICAL RECORDS. Company does not undertake any obligation to maintain forensic-level records, historical archives, or complete system histories, and shall have no responsibility to reconstruct past events, system states, or data conditions. Any requests for historical analysis, forensic investigation, or reconstruction of prior system states may require separate Services and may be subject to additional fees, if available.

ARTICLE 19 – INDEMNIFICATION

19.1 INDEMNIFICATION OBLIGATION. To the maximum extent permitted by applicable law, by accessing or using the Services, you agree to indemnify, defend (at Company’s option), and hold harmless Company, its affiliates, subsidiaries, and each of their respective officers, directors, managers, members, employees, agents, contractors, representatives, licensors, licensees, vendors, service providers, partners, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, causes of action, suits (whether civil, criminal, administrative, or regulatory), investigations, proceedings, liabilities, losses, damages, penalties, fines, judgments, settlements, costs, and expenses of any kind (including, without limitation, reasonable attorneys’ fees, expert fees, and court costs) (collectively, “Claims and Losses”). Such indemnification obligations apply to any Claims and Losses arising out of or relating to the matters set forth in Section 19.2 below.

19.2 INDEMNITY TRIGGERS. Your indemnification obligations apply to any Claims and Losses arising out of or relating to:

1. Use of Services. Your access to, use of, misuse of, or inability to use the Services, including any activities conducted through your account or on your behalf;
2. Breach of Terms. Your breach or alleged breach of these Terms, any Additional Agreement, or any applicable Service Description;
3. Violation of Law. Your violation or alleged violation of any applicable law, regulation, rule, ordinance, or governmental order, including, without limitation, laws relating to data protection, privacy, intellectual property, consumer protection, accessibility, or electronic communications;
4. Client Website and Content. Any website, system, content, data, or materials owned, controlled, or provided by you, including, without limitation: (a) website content, media, and data; (b) products, services, or transactions conducted through your website; (c) representations or claims made on or through your website; and (d) any alleged infringement, misappropriation, or violation of intellectual property, privacy, publicity, or other rights;
5. Third-Party Services. Your selection, use, configuration, or reliance on any Third-Party Services, including any failures, breaches, or disputes arising from such services;
6. Instructions and Authorized Actions. Any instructions, directions, approvals, or authorizations provided by you or any Authorized Representative, including any actions taken by Company in reliance thereon;
7. Data and Security. Any loss, exposure, unauthorized access, or compromise of data, including personal data, arising from: (a) your systems, credentials, or security practices; (b) Third-Party Services; or (c) actions taken at your direction;
8. Payment and Financial Obligations. Any disputes, chargebacks, reversals, payment failures, or financial obligations arising from your transactions, billing activity, or use of payment methods;
9. Misrepresentation. Any representation, warranty, statement, or information provided by you that is false, misleading, incomplete, or inaccurate; and
10. Acts or Omissions. Any act, omission, negligence, willful misconduct, or violation of rights by you, your employees, contractors, agents, users, or any person acting on your behalf.

19.3 DEFENSE AND CONTROL. Company reserves the right, at its sole discretion, to assume the exclusive defense, control, and settlement of any matter subject to indemnification.  If Company elects to assume such defense: (a) you agree to fully cooperate with Company in the defense of such matter, including providing information, documentation, and reasonable assistance; (b) Company shall have sole authority to select counsel and control litigation strategy; and (c) you shall remain responsible for all Claims and Losses, including those incurred after Company assumes defense. If Company does not assume the defense, you shall: (i) defend the applicable claim using counsel reasonably acceptable to Company; (ii) keep Company informed of all material developments; and (iii) not take any action that would prejudice Company’s rights or defenses.

19.4 SETTLEMENT RESTRICTIONS. You may not settle, compromise, or resolve any Claim without the prior written consent of Company, which shall not be unreasonably withheld where: (a) the settlement includes a full and unconditional release of all Indemnified Parties; (b) the settlement does not impose any liability, obligation, or admission of fault on any Indemnified Party; and (c) the settlement does not adversely affect Company’s rights, reputation, or operations. Notwithstanding the foregoing, Company retains the right, at its sole discretion, to settle, compromise, or resolve any Claim at any time.

19.5 ADVANCE PAYMENT; REIMBURSEMENT. Upon Company’s request, you agree to promptly advance funds or reimburse Company for any costs and expenses incurred in connection with any Claim subject to indemnification, including attorneys’ fees and defense costs, regardless of whether such Claim is ultimately determined to be valid.

19.6 CONTINUING OBLIGATION; SURVIVAL. Your indemnification obligations: (a) are continuing in nature; (b) apply regardless of whether the Services are active, suspended, or terminated; and (c) shall survive the termination or expiration of these Terms for any reason.

19.7 NO LIMITATION. Your obligations under this Article are independent of, and in addition to, any other rights or remedies available to Company under these Terms, at law, or in equity, and shall not be limited by any limitation of liability provision set forth elsewhere in these Terms, to the maximum extent permitted by applicable law.

ARTICLE 20 – COPYRIGHT NOTIFICATIONS

Company will remove infringing materials in accordance with the Digital Millennium Copyright Act (the “DMCA”) if properly notified that any material infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify Company in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. § 512(c)(3), for more information):

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. A description of the copyrighted work that you claim has been infringed;
3. A description of the material that you claim to be infringing, and a description of where the material that you claim is infringing is located on the Company Website, sufficient for Company to locate the material;
4. Your address, telephone number, and email address;
5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Under the Copyright Act, any person who knowingly materially misrepresents that material is infringing may be subject to liability.

If you fail to comply with these notice requirements, your notification may not be valid.

Please note that this procedure is exclusively for notifying Company and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

Allegations that other intellectual property rights are being infringed should be sent to [email protected] with a subject line “DMCA Notice”.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Counter-Notification. If you believe your content was removed by mistake or misidentification, you may submit a counter-notification containing: (i) your physical or electronic signature; (ii) identification of the material removed and where it appeared before removal; (iii) a statement under penalty of perjury that you have a good faith belief the material was removed by mistake or misidentification; and (iv) your name, address, telephone number, and a statement that you consent to the jurisdiction of the federal court in your judicial district (or, if outside the U.S., an appropriate U.S. judicial district), and that you will accept service of process from the complaining party.

Repeat Infringers. Company will terminate, in appropriate circumstances, the accounts of users who are repeat infringers.

ARTICLE 21 – CONTACT INFORMATION

Questions about the Terms should be sent to us at:

Encoda Group Inc. d/b/a SetMySite
Legal: [email protected]
Phone: (800) 730-4443

ARTICLE 22 – MISCELLANEOUS

22.1 FORCE MAJEURE. Company shall not be liable or responsible for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused, in whole or in part, by circumstances beyond Company’s reasonable control, whether foreseeable or unforeseeable, including, without limitation: acts of God; natural disasters; fires; floods; earthquakes; severe weather; war; terrorism; civil unrest; riots; embargoes; labor disputes or shortages; strikes; pandemics or public health emergencies; governmental orders or actions; failures or interruptions of utilities, telecommunications, hosting infrastructure, or internet services; cyberattacks; denial-of-service attacks; failures of Third-Party Services; mechanical or technical failures; or any other similar or dissimilar events beyond Company’s reasonable control.

Company’s obligations shall be suspended for the duration of such event, and Company shall have a reasonable period thereafter to resume performance. Nothing in this Section obligates Company to provide substitute services or workaround solutions during a force majeure event.

22.2 ASSIGNMENT. You may not assign, delegate, transfer, or otherwise convey this Agreement, or any of your rights or obligations hereunder, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Company. Any attempted assignment in violation of this Section shall be null and void.

Company may assign, transfer, delegate, or subcontract this Agreement, in whole or in part, without your consent, including in connection with any merger, acquisition, consolidation, corporate reorganization, financing, or sale of all or substantially all of its assets or business.

22.3 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

22.4 RELATIONSHIP OF THE PARTIES. The Parties are independent contractors. Nothing in this Agreement shall be deemed or construed to create any partnership, joint venture, franchise, agency, fiduciary, or employment relationship between the Parties. Neither Party has any authority to bind, obligate, or incur liability on behalf of the other Party in any manner whatsoever.

22.4.1 No Fiduciary Relationship. You acknowledge and agree that nothing in this Agreement or in the performance of the Services shall be deemed to create any fiduciary, trustee, advisory, or special relationship between you and Company. Company does not undertake any duty of loyalty, care, or trust beyond those expressly set forth in this Agreement. Without limiting the foregoing, Company shall not be deemed to be a fiduciary, advisor, agent (except as expressly authorized for limited technical access), or representative with respect to your business, website, data, systems, or operations, and you shall not rely on Company to act in any such capacity.

22.5 NO THIRD-PARTY BENEFICIARIES. Except as expressly provided in this Agreement (including with respect to Indemnified Parties), no provision of this Agreement is intended to confer any rights, benefits, remedies, or obligations upon any third party.

22.6 NO WAIVER. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. Any waiver must be in writing and signed by the Party granting such waiver. A waiver of any provision shall not be deemed a waiver of any subsequent breach or default.

22.7 SEVERABILITY; REFORMATION. If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible so as to reflect the Parties’ original intent, and the remaining provisions shall remain in full force and effect.

22.8 INTERPRETATION. This Agreement shall be interpreted in accordance with its plain meaning and without regard to any presumption or rule requiring construction against the drafting party. Headings are for convenience only and shall not affect interpretation. The words “including,” “include,” and similar terms shall be deemed to mean “including, without limitation.”

22.9 COMPANY ENFORCEMENT; SUSPENSION; TERMINATION. Company reserves the right, without limitation and in its sole discretion, to: (i) investigate any suspected violation of these Terms or any activity that may impair the Services or expose Company to risk; (ii) monitor, review, and analyze activity, content, and transactions for compliance, fraud prevention, risk management, or legal obligations; (iii) cooperate with law enforcement, regulatory authorities, payment processors, and courts; (iv) request information, documentation, or verification from User at any time; (v) take technical or operational measures to protect the Services, Company, or third parties; and (vi) pursue any and all legal or equitable remedies available under applicable law or this Agreement.

1. Suspension or Restriction. Company may, at any time and without prior notice (or with such notice as Company deems appropriate), suspend, restrict, or limit access to the Services, including any account, features, listings, communications, or payouts (including placing holds, reserves, delays, or restrictions on funds), if Company reasonably determines that: (i) User has violated or is likely to violate these Terms or any Additional Agreement; (ii) the account presents an elevated risk of fraud, chargebacks, disputes, abuse, or other liability; (iii) continued access may harm Company, other users, Clients, or third parties; (iv) such action is required or requested by law enforcement, regulators, or payment processors; (v) Company is investigating suspected misconduct or irregular activity; or (vi) Company determines that suspension is necessary to protect the integrity, security, or operation of the Services.
2. Effects of Suspension. Suspension or restriction may include, without limitation: removal or disabling of content; restriction or delay of payouts; disabling of functionality; limitation of account access; or suspension of ongoing Services. Company may require additional information, verification, or corrective action before restoring access.
3. Termination. Company may terminate this Agreement or any User account at any time, with or without notice, for any lawful reason, including for material breach, repeated violations, or ongoing risk exposure. Termination shall not relieve User of any obligations accrued prior to termination, including payment obligations, indemnification obligations, chargeback liability, and compliance with all provisions that by their nature survive.
4. No Liability. To the maximum extent permitted by law, Company shall not be liable for any loss, damages, or claims arising out of or relating to any investigation, suspension, restriction, or termination undertaken in accordance with this Agreement.
5. Reinstatement. Any reinstatement of access is at Company’s sole discretion and may be conditioned upon additional requirements, restrictions, monitoring, or assurances deemed appropriate by Company.

22.10 DATA TRANSMISSION AND SECURITY. User acknowledges and agrees that the transmission of data over the internet and other networks is not completely secure and that Company cannot guarantee the security of data transmitted through the Services. Content or data submitted through the Services may be transmitted over various networks and may be subject to changes to conform to technical requirements.

Notwithstanding the foregoing, Company implements commercially reasonable measures to protect sensitive payment information, and payment card data is encrypted during transmission in accordance with applicable industry standards. User remains responsible for safeguarding its own systems, credentials, and data.

22.11 ENTIRE AGREEMENT. This Agreement, together with any documents incorporated by reference, including any applicable Service Descriptions and Additional Agreements, constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior or contemporaneous agreements, negotiations, understandings, or representations, whether written or oral.

22.12 ACKNOWLEDGMENT OF TERMS. User acknowledges and agrees that it has carefully read, understands, and voluntarily accepts the terms and conditions of this Agreement. User further acknowledges that the limitations, disclaimers, and allocations of risk set forth herein are an essential basis of the bargain between the Parties and are reasonable and necessary to protect the legitimate business interests of Company.

Additional Affiliate Term & Conditions